Caseware UK (AP4) 2023.0.135 2023.0.135 The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: select suitable accounting policies for the Company's financial statements and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that may be identified during the audit. As explained more fully in the Directors' responsibilities Statement, management, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process. Responsibilities of the auditor for the audit of the financial statements The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes their 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. A further description of an auditor's 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 auditor's report. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment law, consumer protection and competition law and we considered the extent to which the non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The audit engagement responsible individual considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. 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 manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements. In response to these principal risks, our audit procedures included but were not limited to: - enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; - inspection of the Company’s regulatory and legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made; - gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud; - discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; Responsibilities of the auditor for the audit of the financial statements (continued) - identifying and testing journal entries to address the risk of inappropriate journals and management override of controls - designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing - challenging assumptions and judgements made by management in their significant accounting estimates, including dilapidations provision, useful lives of depreciable assets, impairment of trade and other debtors and net realisable value of stocks. - review of the financial statement disclosures to underlying supporting documentation and inquiries of managementThe preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": the requirements of Section 7 Statement of Cash Flows; the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; the requirements of Section 33 Related Party Disclosures paragraph 33.7.The financial statements are presented in Sterling (£), which is also the Company's functional currency. The Company's functional and presentational currency is GBP.Intangible assets are made up of development costs incurred in relation to the design and development of products. Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. At each reporting date, non-financial assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying value is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in the Statement of Comprehensive Income. If the circumstances that gave rise to the impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Comprehensive Income.Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.During the year retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes. The highest paid director received remuneration of £164,542 (2023: £169,982). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £28,558 (2023: £56,663).Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 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Financial Statements
Vectair Systems Limited
For the financial year ended 31 October 2024





































Registered number: 02245377

 
Vectair Systems Limited
 

Company Information


Directors
Andrew Coulter 
Colin Davies 
Jordan Lamb 
Justin Ovenden 
Paul Wonnacott 




Company secretary
Colin Davies



Registered number
02245377



Registered office
Unit 3 Trident Centre
Armstrong Road

Basingstoke

Hampshire




Independent auditor
Grant Thornton
Chartered Accountants & Statutory Auditors

Henry Street

Limerick





 
Vectair Systems Limited
 

Contents



Page
Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditor's Report
7 - 11
Statement of Comprehensive Income
12
Statement of Financial Position
13
Statement of Changes in Equity
14
Notes to the Financial Statements
15 - 32


 
Vectair Systems Limited
 

Strategic Report
For the financial year ended 31 October 2024

The directors present their strategic report for the year ended 31 October 2024.
 
Fair review of business
 
The principal activity of the Company is the design and distribution of air fragrancing and hygiene products. 
The key performance indicators of the business continue to be sales, gross profitability, profit before tax and cash flow. These accounts show the results of the Company's performance for the year ended 31 October 2024 with the comparatives covering the year ended 31 October 2023. 
The business continues to build on previous successes and has focused on strengthening its position in its core geographical markets. This has been achieved by deepening the existing relationships with long term partners as well as forging relationships with new customers who are attracted to Vectair by the innovative product offering, supported by a first-class service level and technical support. Vectair prides itself on being a business that offers partners real solutions, whatever their needs, in the hygiene and aircare away from home sector. 
Vectair has operated within a more stable macro-economic climate over the last 15 months. The CPIH inflation rate has fallen from a high of 9.6% in October 2022 to a more manageable 3.9% in January 2025. This is still well above the government target inflation rate of 2.0% but forecasters are hoping that the rate will move closer to target over the medium term. The Monetary Policy Committee has made incremental cuts in the base rate of interest over the last 6 months dropping from a high of 5.25% to the current rate of 4.50%. This makes the cost of borrowing money to fund investment and working capital slightly more affordable for business. The war in Ukraine and its wider implications to the UK and EU economies continues to cause concern. While oil and energy costs have begun to come down, they are still well above the “normal” rates of three years ago. The new US administration is implementing more isolationist economic policies with the intention of reducing the US global trade deficit. While Vectair does not trade directly with the US, many economic forecasters are predicting a global reduction in GDP and an increase in inflation if these policies remain in place for any length of time.  Vectair will monitor market conditions and act to mitigate any negative impact on the business. 
Sales in the UK were up 14% year on year. Sales growth continued to come from increased sales of Vibe-Pro, V-Solid Evolution and Urinal Screens. Whilst traditional metered aerosol fragrancing still accounts for the majority of aircare in this market, the trend is showing a strong shift towards alternative forms of aircare such as Vibe Pro and EVA passive systems that are friendlier to the environment. Vectair offers a genuine choice of aircare solutions suitable for varying conditions and customer needs.
The EU experienced a lower but still creditable level of growth, where sales increased by 17% over the previous year. Growth in sales was again due to sales of Vibe Pro, EVA passive aircare products and urinal screens. Sales were boosted by the addition of two new OEM EVA passive partners. 
In the Rest of the World Region sales growth was modest at 1% with good sales growth in Australasia being offset by a fall in sales from the Middle East & India region. Vectair is still having to manage this market carefully due to a lack of customer liquidity which does have a knock-on effect on sales. 
Overall, sales for the whole business were up nearly 12% on the previous year. The directors feel that this is a very creditable performance in what continues to be difficult trading conditions. 
As a global business, Vectair buy and sell products in sterling, euros, and US dollars. The existing business model does create a partial natural hedge against exchange rate fluctuations which affords a greater level of protection than many other businesses. However, there is some exposure to increasing costs for products sold in the domestic market. The Company will continue to manage this exposure to the best of its ability.
 
Page 1

 
Vectair Systems Limited
 

Strategic Report (continued)
For the financial year ended 31 October 2024

Fair review of business (continued) 

The gross margin is slightly ahead of the previous year.  This is due to there being greater stability in macro-economic factors which has given rise to fewer exceptional supply chain price increases. This has enabled Vectair to provide a more stable price base to our partners whilst maintaining the gross margin at a consistent level, which is in line with expectations. The Company always works extremely hard to keep both the cost of manufacturing and the overheads of the business under control. This helps the business remain competitive in the marketplace offering customers economic solutions for their washroom and aircare needs. The profitability of the business is also vital to the continued funding of the research and development of new and innovative products.
The business continues to be committed to bringing innovative products to customers and so Vectair continues to invest a significant amount of time and money in developing new products. 

The directors are satisfied with the cashflow of the business in view of the economic backdrop and considered the results for the year and the financial position at the year-end to be satisfactory.
 
Principal risks and uncertainties
 
The principal risk to the business is the global economic fallout from the actions of the new US Administration tied with the economic uncertainty resulting from the Russian invasion of Ukraine. The continued conflict between Israel and Palestine and the risk of this spilling further into the Middle East could impact sales in the region as well as cause additional supply chain delays with more shipping route disruption. Vectair will continue to monitor developments on these risks closely and be ready to act quickly to minimise any impact to the business.
Management of customer debt to ensure the business is not exposed to any significant bad debt remains a key tool in maintaining cash flow. As noted earlier, this has been at the expense of turnover in the rest of the World region this year.
The continuity in the supply of products and the components that make the products is key. Vectair is constantly reviewing and evaluating the supply chain to minimise the risk of any supply disruption. 
As a business, Vectair sells to over 100 countries and so exchange rate fluctuations can provide uncertainty as already noted above. To limit this risk, the Company only operates in sterling, euros, or US dollars. In addition, the business also benefits from partial hedges, buying and selling in euros and US dollars. Exchange rate exposure is monitored regularly to minimise any risk.
The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment.
Based on these assessments, given the measures that can be undertaken to mitigate the current adverse conditions, and the current resources available, the directors are satisfied that the Company is able to meet its obligations and continue in operational existence for at least twelve months from the date of the approval of financial statements. For this reason, the directors have adopted the going concern basis in preparing these financial statements.
 

Page 2

 
Vectair Systems Limited
 

Strategic Report (continued)
For the financial year ended 31 October 2024

Future developments
 
The business will be launching several new products in the coming year which will further reinforce its reputation as the market leader for innovative products. Vectair will be launching additional EVA passive aircare products that will have improved sustainability credentials be that through reduced packaging waste, use of recycled plastics replacing single use plastic or by using sustainable alternatives to plastic. 
Vectair will continue to develop our existing business but also look to expand to geographic areas where there is currently little or no coverage.
The main objectives of the business are to:

Enhance our reputation as a market leader by continuing to develop innovative products and continuing to offer a high level of customer service.
Continue the global expansion of the business.
Improve profitability and shareholder value. 
Identify risks facing the business and taking appropriate action to mitigate these risks as far as possible.
Be aware of our environmental obligations as a responsible business.
Encourage the personal and professional development of our staff for both their and the business's benefit.

The board would like to take this opportunity to thank all the staff at Vectair for all their hard work, dedication and support in helping to develop the business. Their efforts are, as always, very much appreciated.
 
 
On behalf of the board: 





Colin Davies
Director

Date: 23 July 2025

Page 3

 
Vectair Systems Limited
 
 
Directors' Report
For the financial year ended 31 October 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


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

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is the distribution of hygiene products. For more information visit www.vectairsystems.com

Results and dividends

The profit after tax for the year amounted to £2,270,637 (2023: £1,451,925).

During the year, the Company declared and paid an equity dividend on ordinary shares of £nil (2023: £1.5 million). 

Page 4

 
Vectair Systems Limited
 

Directors' Report (continued)
For the financial year ended 31 October 2024


Directors

The directors who served during the year were:

Andrew Coulter 
Colin Davies 
Jordan Lamb 
Justin Ovenden 
Paul Wonnacott 

Principal risks and uncertainties

The principal risk to the business is the global economic fallout from the actions of the new US Administration tied with the economic uncertainty resulting from the Russian invasion of Ukraine. The continued conflict between Israel and Palestine and the risk of this spilling further into the Middle East could impact sales in the region as well as cause additional supply chain delays with more shipping route disruption. Vectair will continue to monitor developments on these risks closely and be ready to act quickly to minimise any impact to the business.
Management of customer debt to ensure the business is not exposed to any significant bad debt remains a key tool in maintaining cash flow. As noted earlier, this has been at the expense of turnover in the rest of the World region this year.
The continuity in the supply of products and the components that make the products is key. Vectair is constantly reviewing and evaluating the supply chain to minimise the risk of any supply disruption. 
As a business, Vectair sells to over 100 countries and so exchange rate fluctuations can provide uncertainty as already noted above. To limit this risk, the Company only operates in sterling, euros, or US dollars. In addition, the business also benefits from partial hedges, buying and selling in euros and US dollars. Exchange rate exposure is monitored regularly to minimise any risk.
The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment.
Based on these assessments, given the measures that can be undertaken to mitigate the current adverse conditions, and the current resources available, the directors are satisfied that the Company is able to meet its obligations and continue in operational existence for at least twelve months from the date of the approval of financial statements. For this reason, the directors have adopted the going concern basis in preparing these financial statements.
 
Future developments

The business will be launching several new products in the coming year which will further reinforce our reputation as the market leader for innovative products. Please refer to the Strategic Report for further details. 

Research and development

The Company is engaged in research and development activity in relation to various projects.  The research and development charge for the financial year was £Nil (2023: £36,225). 

Page 5

 
Vectair Systems Limited
 

Directors' Report (continued)
For the financial year ended 31 October 2024

Disclosure of information to auditor

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

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

Auditor

The auditor, Grant Thornton, continues in office in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board of Directors and was signed on its behalf by:
 





Colin Davies
Director

Date: 23 July 2025

Page 6

 
 
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Independent Auditor's Report to the Members of Vectair Systems Limited
 

Opinion


We have audited the financial statements of Vectair Systems Limited (the "Company"), which comprise the Statement of Comprehensive Income for the financial year ended 31 October 2024, the Statement of Financial Position as at 31 October 2024, the Statement of Changes in Equity for the year ended 31 October 2024, and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).


In our opinion, Vectair Systems Limited's financial statements:


give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 October 2024 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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

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



Page 7

 
 
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Independent Auditor's Report to the Members of Vectair Systems Limited (continued)


Other information


Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon, including the Directors' Report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 statementsour 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' Report for the year for which the financial statements are prepared is consistent with the financial statements, and 
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. 


Matters on which we are required to report by exception


In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report

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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Page 8

 
 
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Independent Auditor's Report to the Members of Vectair Systems Limited (continued)


Responsibilities of management and those charged with governance for the financial statements
 

As explained more fully in the Directors' responsibilities Statement, management, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
In preparing the financial statements, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Those charged with governance are responsible for overseeing the Company's financial reporting process.
Page 9

 
 
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Independent Auditor's Report to the Members of Vectair Systems Limited (continued)


Responsibilities of the auditor for the audit of the financial statements
 

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes their 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.

A further description of an auditor's 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 auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment law, consumer protection and competition law and we considered the extent to which the non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The audit engagement responsible individual considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. 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 manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were not limited to:
- enquiries of management on the policies and procedures in place regarding compliance with laws and regulations, 
  including consideration of known or suspected instances of non-compliance and whether they have knowledge of  
  any actual, suspected or alleged fraud;
- inspection of the Company’s regulatory and legal correspondence and review of minutes of board meetings during
  the year to corroborate inquiries made;
- gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its 
  control environment to mitigate risks related to fraud;
- discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk 
  of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation  
  of financial statements throughout the audit;
Page 10

 
 
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Independent Auditor's Report to the Members of Vectair Systems Limited (continued)

  
Responsibilities of the auditor for the audit of the financial statements (continued)
 
- identifying and testing journal entries to address the risk of inappropriate journals and management override of  
  controls
- designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing
- challenging assumptions and judgements made by management in their significant accounting estimates, including 
  dilapidations provision, useful lives of depreciable assets, impairment of trade and other debtors and net realisable 
  value of stocks.
- review of the financial statement disclosures to underlying supporting documentation and inquiries of 
  management 
 
The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that may be identified during the audit.



The purpose of our audit work and to whom we owe our responsibilities
 

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 an auditor’s report and for no other purpose.  
 
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.


 
 
Mairead O'Connell (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants & Statutory Auditors
Limerick
Ireland 
 
Date: 23 July 2025
Page 11

 
Vectair Systems Limited
 

Statement of Comprehensive Income
For the financial year ended 31 October 2024

2024
2023
Note
£
£


  

Turnover
 4 
15,361,257
13,729,772

Cost of sales
  
(9,683,436)
(8,701,238)

Gross profit
  
5,677,821
5,028,534

Administrative expenses
  
(5,280,409)
(4,507,400)

Other operating income
 5 
1,802,041
1,336,540

Operating profit
 6 
2,199,453
1,857,674

Interest receivable and similar income
 9 
7,333
66

Interest payable and similar expenses
 10 
(18,750)
(104,748)

Profit before tax
  
2,188,036
1,752,992

Tax on profit
 11 
82,601
(301,067)

Profit for the financial year
  
2,270,637
1,451,925

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
 
All amounts relate to continuing operations. 

The notes on pages 15 to 32 form part of these financial statements.
Page 12

 
Vectair Systems Limited
Registered number:02245377

Statement of Financial Position
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
-
181,521

Tangible assets
 14 
1,015,462
653,472

  
1,015,462
834,993

Current assets
  

Stocks
 15 
2,915,234
2,734,556

Debtors: amounts falling due within one year
 16 
6,515,065
5,711,048

Cash at bank and in hand
 17 
1,989,699
1,809,102

  
11,419,998
10,254,706

Creditors: amounts falling due within one year
 18 
(2,229,319)
(3,187,168)

Net current assets
  
 
 
9,190,679
 
 
7,067,538

Total assets less current liabilities
  
10,206,141
7,902,531

Provisions for liabilities
  

Deferred tax
 19 
(65,812)
(56,839)

Other provisions
 20 
(248,000)
(224,000)

  
 
 
(313,812)
 
 
(280,839)

Net assets
  
9,892,329
7,621,692


Capital and reserves
  

Called up share capital 
 21 
1
1

Capital redemption reserve
 22 
1,000
1,000

Profit and loss account
 22 
9,891,328
7,620,691

Shareholders' funds
  
9,892,329
7,621,692


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




Colin Davies
Director


Date: 23 July 2025

The notes on pages 15 to 32 form part of these financial statements.
Page 13

 
Vectair Systems Limited
 

Statement of Changes in Equity
For the financial year ended 31 October 2024


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

£
£
£
£


At 1 November 2022
1
1,000
7,668,766
7,669,767



Profit for the financial year
-
-
1,451,925
1,451,925


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(1,500,000)
(1,500,000)



At 1 November 2023
1
1,000
7,620,691
7,621,692



Profit for the financial year
-
-
2,270,637
2,270,637


At 31 October 2024
1
1,000
9,891,328
9,892,329


The notes on pages 15 to 32 form part of these financial statements.

Page 14

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

1.


General information

Vectair Systems Limited (the "Company") is a UK registered private company limited by shares which has a registered office at Unit 3 Trident Centre, Armstrong Road, Basingstoke, Hampshire, RG24 8NU. The Company's registered number is 02245377. 
The principal activity of the Company is the distribution of hygiene products. For more information visit www.vectairsystems.com

2.Accounting policies

 
2.1

Basis of preparation of financial statements

These financial statements have been prepared in accordance with applicable accounting standards, including Financial Reporting Standard 102 - "The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' (FRS 102), and with the Companies Act 2006. The financial statements have been prepared under the historical cost basis unless otherwise specified within these accounting policies.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in Sterling (£), which is also the Company's functional currency.

In accordance with the exemption granted by section 401 of the Companies Act 2006, the Company does not prepare consolidated financial statements as consolidated financial statements are drawn up at the ultimate parent undertaking of the Company.  As a result, these financial statements present information relating to the Company as an individual undertaking and do not contain consolidated financial information as the parent of a group.    The Company holds 100 ordinary shares at £1 in Vectair Limited, making it a wholly owned subsidiary of the Company. Vectair Limited is a UK registered private company which has a registered office at Unit 3, Armstrong Road, Basingstoke, Hampshire, RG24 8NU. Vectair Limited does not trade. 

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Vectair Acquisition Holdings LLC as at 31 October 2024 and these financial statements may be obtained from E4450 Excelsior Blvd Suite 440, St Louis Park, MN 55416, USA..

Page 15

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors have prepared budgets and cash flows for a period of at least twelve months from the date of the approval of the financial statements which demonstrate that there is no material uncertainty regarding the Company's ability to meet its liabilities as they fall due, and to continue as a going concern. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. Accordingly, these financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may arise if the Company was unable to continue as a going concern.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 16

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.

  
2.7

Other operating income

Other operating income is made up of a license fees are calculated based on an agreed set percentage of US sales. 

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
2.11

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.14

Intangible assets

Intangible assets are made up of development costs incurred in relation to the design and development of products. 

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
2
years

Page 18

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
15%
Plant and machinery
-
15% to 20%
Fixtures and fittings
-
10% to 33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. 

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income. 

 
2.17

Debtors

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

 
2.18

Cash at bank and in hand

Cash is represented by cash in hand and deposits with financial institutions.

Page 19

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

 
2.19

Creditors

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

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to the Statement of Comprehensive Income.

 
2.21

Financial instruments

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

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income. 
 
Page 20

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Financial liabilities

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a
market rate of interest. Discounting is omitted where the effect of discounting is immaterial. 
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
 
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Other financial instruments 
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. 
Derecognition of financial assets
 
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. 
 
Derecognition of financial liabilities
 
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.




Page 21

 
Vectair Systems Limited
 

Notes to the Financial Statements
For the financial year ended 31 October 2024

2.Accounting policies (continued)

  
2.22

Impairment of non-financial assets

At each reporting date, non-financial assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying value is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in the Statement of Comprehensive Income.
If the circumstances that gave rise to the impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Comprehensive Income.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements that affect the reported amounts of assets and liabilities at the financial year end date and the reported amount of income and expenses during the reporting period.
 
Management evaluates its judgements on an ongoing basis. Management bases its judgements on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumption or conditions. 
The following judgements and estimates are considered important to the portrayal of the Company’s financial position:

Dilapidations 
A provision of £248,000 (2023: £224,000) has been made in the financial statements in relation to a potential dilapidation of the rental property over the length of the leasehold.  This has been based on an estimate which has derived from a review carried out by an independent property consultant.

Management charges
Management charges are charged to a fellow subsidiary.  These are calculated based on the directors' estimate of the time that key management has spent on the operations of the fellow subsidiary and these are based on set percentages for each member of key management. 

Estimating useful lives of depreciable assets
The Company estimates the useful lives of tangible fixed assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the assets. The net book value of tangible fixed assets at year end is £1,015,462 (2023: £653,472).

Impairment of trade and other debtors
Adequate allowance and provisions are made for specific accounts where objective evidence of impairment exists. The Company evaluates these accounts based on available facts and circumstances affecting the recoverability of the accounts, including, but not limited to, the length of the Company’s relationship with its contracting parties, contracting parties’ current credit status, average age of accounts, settlement experience, and historical loss experience.  The total amount of trade debtors net of provision is £3,528,188 (2023: £3,409,010).

Net realisable value of stocks
The directors have reviewed the year end stock value and, based on their knowledge of the business, consider that the provision that has been made, to reflect the value of stock held at the year end is accurate that no further adjustment is deemed necessary. The total amount of stock net of provision is £2,915,234 (2023: £2,734,556). 


4.


Turnover

The directors are availing of the exemption in Sch. 1.68(5) of SI2008/410 from disclosing further information about revenues on the basis they believe it would be seriously prejudicial to the Company. 

Page 23

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

5.


Other operating income

2024
2023
£
£

License fees receivable
1,802,041
1,336,540



6.


Operating profit

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

2024
2023
£
£

Research & development charged as an expense
-
36,225

Exchange differences
133,283
115,125

Depreciation
266,195
210,807

Amortisation
181,521
181,512

Operating lease rentals
102,171
88,921

Auditor's remuneration
29,900
27,150


7.


Employees

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


2024
2023
£
£

Wages and salaries
2,242,936
1,967,384

Social security costs
251,169
218,246

Pension costs
195,528
177,068

2,689,633
2,362,698


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


        2024
        2023
            No.
            No.







Directors
5
5



Sales
14
14



Administrative
11
10



Warehouse
12
11

42
40

Page 24

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
365,142
433,965

Pension costs
85,089
107,738

450,231
541,703


During the year retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £164,542 (2023: £169,982).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £28,558 (2023: £56,663).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
7,333
66


10.


Interest payable and similar expenses

2024
2023
£
£


Bank loan interest
-
29,810

Other interest
18,750
18,750

Factoring charges
-
56,188

18,750
104,748


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
16,967
301,067

Adjustments in respect of previous periods
(108,541)
-


Deferred tax


Deferred tax - current year
8,973
-


Tax on profit
(82,601)
301,067
Page 25

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of25% (2023: 22%). The differences are explained below:

2024
2023
£
£


Profit before tax
2,188,036
1,752,992


Profit multiplied by standard rate of corporation tax in the UK of 25% (2023: 22%)
547,009
411,954

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
30,896
18,406

Capital allowances for year in excess of depreciation
(49,303)
32,016

Non trade losses
6,521
4,422

Adjustments to tax charge in respect of prior periods
(108,541)
-

Adjustment in research and development tax credit leading to a decrease in the tax charge
-
(9,703)

Patent box additional deduction
(518,156)
(142,870)

Other differences leading to an increase in the tax charge
-
(13,158)

Deferred tax
8,973
-

Total tax charge for the year
(82,601)
301,067


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends paid
-
1,500,000

Page 26

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

13.


Intangible assets




Development costs

£



Cost


At 1 November 2023
363,033



At 31 October 2024

363,033



Amortisation


At 1 November 2023
181,512


Charge for the year 
181,521



At 31 October 2024

363,033



Net book value



At 31 October 2024
-



At 31 October 2023
181,521

Amortisation of intangible fixed assets is included in administrative expenses. 



Page 27

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

14.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost


At 1 November 2023
188,820
1,875,585
545,443
2,609,848


Additions
326,114
173,635
128,438
628,187



At 31 October 2024

514,934
2,049,220
673,881
3,238,035



Depreciation


At 1 November 2023
173,912
1,391,233
391,231
1,956,376


Charge for the year 
43,191
173,319
49,687
266,197



At 31 October 2024

217,103
1,564,552
440,918
2,222,573



Net book value



At 31 October 2024
297,831
484,668
232,963
1,015,462



At 31 October 2023
14,908
484,352
154,212
653,472


15.


Stocks

2024
2023
£
£

Finished goods
2,915,234
2,734,556


A provision of £114,120 (2023: £260,065) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock. 
 
In the opinion of the directors, there are no material differences between the replacement cost of stock and the statement of financial position amounts. 

Page 28

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

16.


Debtors

2024
2023
£
£


Trade debtors
3,528,188
3,409,010

Amounts owed by group companies
2,543,160
1,787,324

Corporation tax repayable
227,575
-

Other debtors
20,805
23,555

Prepayments
164,795
226,225

VAT repayable
30,542
264,934

6,515,065
5,711,048


Trade debtors are stated above after a provision of £49,989 (2023: £54,855).  
In respect of the amounts owed by group companies, there are no specific repayment terms in place and are therefore treated as repayable on demand. 


17.


Cash at bank and in hand

2024
2023
£
£

Cash at bank and in hand
1,989,699
1,809,102



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
1,593,848
2,468,151

Corporation tax
-
234,572

Payroll taxes
85,191
78,916

Accruals
550,280
405,529

2,229,319
3,187,168


Trade and other creditors are payable at various dates over the coming months in accordance with
the suppliers’ usual and customary credit terms.
 
Corporation tax and other taxes including social insurance are repayable at various dates over the
coming months in accordance with the applicable statutory provisions. 

Page 29

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

19.


Deferred taxation




2024


£






At beginning of year
(56,839)


Charged to profit or loss
(8,973)



At end of year
(65,812)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
65,812
56,839

65,812
56,839


20.


Provisions




Dilapidation provision

£





At 1 November 2023
224,000


Charged to profit or loss
24,000



At 31 October 2024
248,000

The dilapidation costs provision relates to the estimated costs expected to bring the warehouse back to its original condition at the end of the lease and is not expected to reverse within twelve months. 


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023:  1) Ordinary share of £1
1
1


Page 30

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

22.


Reserves

Capital redemption reserve

The capital redemption reserve comprises all current and prior period share capital redeemed by the Company.

Profit and loss account

Profit and loss account - includes all current and prior period retained profits and losses.


23.


Capital commitments


At the year end, the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
-
300,000

Capital commitments at 31 October 2023 relate to office refurbishment.  


24.


Pension commitments

The Company operates a defined contribution pension scheme, independently administered. This scheme is operated on the basis of defined contributions, by reference to current pensionable salaries, which are charged to the Statement of Comprehensive Income in the year which they become payable. The pension cost for the year was £195,528 (2023: £177,068). The amount payable at the year end in respect of same was £20,247 (2023: £20,247).


25.


Commitments under operating leases

At 31 October 2024, the Company had future minimum lease payments due under non-cancellable operating leases in respect of property at Unit 3, Trident Centre, Armstrong Road, Basingstoke, Hampshire and a number of vehicles. 

2024
2023
£
£


Not later than 1 year
177,694
257,911

Later than 1 year and not later than 5 years
143,304
270,422

320,998
528,333

Included in the above amount due not later than 1 year, is a 3 month extension of the existing property lease to 30th June 2025. At which point, the lease will be renewed. 

Page 31

 
Vectair Systems Limited
 
 
Notes to the Financial Statements
For the financial year ended 31 October 2024

26.Financial commitments, guarantees and contingent liabilities

The Company has guaranteed the bank borrowings and all indebtedness of all group companies under an unlimited cross guarantee.  Current group borrowings are £13,912,736  (2023: £13,912,736).
 
The Company has an HM Revenue & Customs Duty Deferment Guarantee in the sum of £160,000 (2023: £160,000). 


27.


Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33.1A not to disclose transactions
entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.


28.


Post balance sheet events

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


29.


Controlling party

At the financial year end, the immediate parent company, which is also the parent for the largest and smallest group of undertakings for which the group financial statements are drawn up for and of which the Company is a member is Vectair Acquisition Holdings LLC, a company whose registered office is 4450 Excelsior Blvd Suite 440, St Louis Park,  MN 55416, USA. 

Page 32