Company registration number 03059947 (England and Wales)
VFS (SOUTHAMPTON) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
VFS (SOUTHAMPTON) LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12 - 13
Statement of changes in equity
14
Notes to the financial statements
15 - 33
VFS (SOUTHAMPTON) LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr J J Farrenden
Ms X Yu
Mr. I Cano Arbaiza
Mr. G Natali
Mr. E Lopez Cantarero
Company number
03059947
Registered office
Unit 8, Barton Park Industrial Estate
Chickenhall Lane
Eastleigh
Hampshire
United Kingdom
SO50 6RR
Auditor
MHA Audit Services LLP
6th Floor
2 London Wall Place
London
United Kingdom
EC2Y 5AU
VFS (SOUTHAMPTON) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present the strategic report for the year ended 31 December 2024.

Trading Performance and Development

Compared with previous years, the automotive supply chain has stabilised in 2024 even though the global semiconductor shortage continues to impact delivery timelines.

 

Lower demand in certain sectors due to higher costs still impacts volume along with government changes, EV tariffs on ICE production, higher interest rates, and general uncertainty impacted volumes in 2024.

 

2024 started well, but the anticipated model changes reduced the volume in the first half, and the expected increase in sales in the second half fell flat.

 

Due to the lower volume than expected, some business restructuring has taken place, resulting in a 43% reduction in personnel across the business. This will ensure we are in the best shape for the volumes of 2025.

Balance Sheet and Solvency

Despite the challenges faced in 2024, with tight control over cash flow, utilising the continued support of our owner and Banking partnerships, the company balance sheet remains stable.

Key Performance Indicators

KPI’s are closely monitored including Quality, Cost-down, efficiency saving, Financial and Continuous Improvement, driving a beneficial return for the business.

2024 2023

Cost of Sales 88.17% 90.4%

Direct Expenses 1.45% 2.5%

Staff costs 4.81% 2.8%

Occupancy costs 3.8% 3.0%

Admin costs     1.77% 1.6%

Current Ratio 1.21 1.2

Stock Turnover Days 55.0 58.5

Debtor Turnover Days 16.0 30.1

Creditor Turnover Days 44.0 78.4

VFS (SOUTHAMPTON) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Research and Development

VFS did not incur any cost for Research and Development during 2024, as much of this requirement has been undertaken by our main engineering site within Scattolini.

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the reasons set out in note 1.2.

Principle risk and uncertainties

Ongoing wars and general instabilities in the Middle East remain highly likely to disrupt global markets. The uncertainty for the LCV BEV chassis takes up in the UK will also impact volume until customer engagement to change is realised. The major increases in component and labour costs remain a concern.

To combat some of the risks, we must diversify our operations to combine innovation and adaptation to global challenges at home and abroad. Being agile and responsive will be the key to success over the next five years.

Financial risk management

The company’s operations expose it to a variety of financial risks that include the effects of changes in credit risk, price risk, foreign exchange risk, liquidity risk and interest rate risk. The company has in place an informal risk management program that seeks to limit the adverse effects of the financial performance of the company by monitoring levels of any debt finance and the related finance costs. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the board of directors are implemented by the company’s finance department.

Price Risk management

The company is exposed to commodity price risk as a result of its operations. However, given the size of the company’s operations, the costs of manging exposure to commodity price risk exceeds any potential benefits. The directors will revisit the appropriateness of this policy should the company’s operations change in size or nature. However, some of the price risk is mitigated as the company is part of the Scattolini Group and, as such, benefits from economies of scale. The company has no exposure to equity securities price risk as it holds no listed or other equity investments.

Foreign exchange risk

As well as pound sterling, the company undertakes purchases in Euros. As a result, the company has a foreign exchange rate risk, which is mitigated by regular review of the exposure by the company’s management and the Scattolini treasurer.

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed annually by the management team.

Liquidity risk

The company mainly uses intra-group funding and bank loan to ensure it has sufficient funds for its operations.

Interest rate cash flow risk

The company has interest-bearing assets which comprise only cash balances. The company has a policy of maintaining debt at a fixed rate where required, to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of this policy should the company’s operations change in size or nature.

On behalf of the board

VFS (SOUTHAMPTON) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Mr J J Farrenden
Director
24 July 2025
VFS (SOUTHAMPTON) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Principal activities

The principal activity of the company continued to be that of commercial vehicle converters.

Results and dividends

The results for the year and prior year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2023: nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were, unless otherwise stated, as follows:

Mr A Morris
(Resigned 21 May 2025)
Ms E Maskelyne
(Resigned 13 February 2024)
Mr J J Farrenden
Ms X Yu
Mr. I Cano Arbaiza
(Appointed 9 February 2024)
Mr. G Natali
(Appointed 9 February 2024)
Mr. E Lopez Cantarero
(Appointed 9 February 2024)
Research and development and financial risks

These areas are included within the strategic report.

Financial risk review

The focus of the company is growing the business through product quality, service flexibility and cost-effectiveness.

 

Future Developments

The company will continue to target new markets, customers and applications for our products and services. Our Engineering department will be working, consolidating our extensive option catalogue to commonise a fit to our base products, reducing the cost of complexity and inventory.

The VFS Management team have committed to the 2024 project cost-down and will continue exploring the opportunities in purchasing, onsite production and inhouse production of components within the wider Faist group, which is proving beneficial for all group companies concerned.

We have been able to maintain the downward costs of our travelling and accommodation expenditure, focused on online meetings, better qualified and focused calls reducing the need of travel and face to face meetings. Both Managers staff are travelling less and making use of online meetings to conduct their day-to-day business more effectively over our two sites and the extended business unit.

Political donations

The company did not make any political donations during the year (2023 - £nil).

VFS (SOUTHAMPTON) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

Each of the directors in office at the date of approval of this annual report confirms that:

 

Subsequent Events

There are no material subsequent events to disclose.

On behalf of the board
Mr J J Farrenden
Director
24 July 2025
VFS (SOUTHAMPTON) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VFS (SOUTHAMPTON) LIMITED
- 7 -
Opinion

We have audited the financial statements of VFS (Southampton) Limited (the ‘company’) for the year ended 31 December 2024 which comprise Statement of comprehensive income, Balance Sheet and Statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the company’s financial statements 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.

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

VFS (SOUTHAMPTON) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VFS (SOUTHAMPTON) LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

VFS (SOUTHAMPTON) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VFS (SOUTHAMPTON) LIMITED
- 9 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

 

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

 

The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.

VFS (SOUTHAMPTON) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VFS (SOUTHAMPTON) LIMITED
- 10 -

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 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.

Francesco Lepri ACA
(Senior Statutory Auditor)
For and on behalf of MHA (MacIntyre Hudson LLP), Statutory Auditor
London, United Kingdom
Date:
29/07/2025
2025-07-29
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC4555542)
VFS (SOUTHAMPTON) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
as restated
Notes
£
£
Turnover
3
28,948,996
42,442,017
Cost of sales
(26,309,541)
(39,370,925)
Gross profit
2,639,455
3,071,092
Administrative expenses
(2,913,185)
(3,024,885)
Operating (loss)/profit
4
(273,730)
46,207
Interest receivable and similar income
6
-
0
3,663
Interest payable and similar expenses
8
(228,987)
(289,045)
Loss before taxation
(502,717)
(239,175)
Taxation
9
90,760
35,525
Loss for the financial year
(411,957)
(203,650)
Other comprehensive income
-
-
Total comprehensive income for the year
(411,957)
(203,650)
The notes on pages 15 to 33 form part of these financial statements
VFS (SOUTHAMPTON) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
10
12,000
15,000
Tangible assets
11
3,700,006
3,775,206
Investments
12
-
0
1
3,712,006
3,790,207
Current assets
Stocks
13
3,996,615
6,145,907
Debtors
14
1,307,185
3,528,496
Cash at bank and in hand
159,527
191,040
5,463,327
9,865,443
Creditors: amounts falling due within one year
15
(5,136,254)
(8,547,532)
Net current assets
327,073
1,317,911
Total assets less current liabilities
4,039,079
5,108,118
Creditors: amounts falling due after more than one year
16
(1,082,960)
(1,857,135)
Provisions for liabilities
18
(973,695)
(856,602)
Net assets
1,982,424
2,394,381
Capital and reserves
Called up share capital
21
2,028,267
2,028,267
Profit and loss reserves
(45,843)
366,114
Total equity
1,982,424
2,394,381
Refer to note 25 for an explanation of the restatement.
VFS (SOUTHAMPTON) LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
The notes on pages 15 to 33 form part of these financial statements
Mr J J Farrenden
Director
Company Registration No. 03059947
VFS (SOUTHAMPTON) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
2,028,267
569,764
2,598,031
Year ended 31 December 2023:
Loss and total comprehensive income
-
(203,650)
(203,650)
Balance at 31 December 2023
2,028,267
366,114
2,394,381
Year ended 31 December 2024:
Loss and total comprehensive income
-
(411,957)
(411,957)
Balance at 31 December 2024
2,028,267
(45,843)
1,982,424
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

VFS (Southampton) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 8, Barton Park Industrial Estate, Chickenhall Lane, Eastleigh, Hampshire, United Kingdom, SO50 6RR.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

 

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Scattolini Spa. These consolidated financial statements are available from its registered office Via del Lavoro, 8 - Z.I. 37067 Valeggio sul Mincio (Verona) - Italy.

1.2
Going concern

The dtrueirectors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least the twelve-months period from the date of the approval of the financial statements and therefore have prepared the financial statements on a going concern basis. The parent company has confirmed that it will provide financial and other support as necessary to enable the company to trade and to meet its liabilities for at least 12 months from the date of signing these financial statements or audit opinion if later.

1.3
Turnover

Turnover comprises of revenue recognised by the company in respect of goods and services supplied, in relation to the conversion of vehicles exclusive of Value Added Tax and trade discounts. Revenue is recognised when the significant risks and rewards are considered to have been transferred to the customers based on terms as per individual contract.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents
10% straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
2% straight line
Land and buildings Leasehold
20% straight line
Plant and machinery
12% straight line
Fixtures, fittings & equipment
15% straight line
Computer equipment
33% straight line
Motor vehicles
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

1.9
Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost is computed on a weighted average cost basis.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

The entity is not within the scope of the OECD Pillar Two model rules.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.18
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.

 

Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction, or at an average rate for the period if the rates do not fluctuate significantly.

 

Exchange gains and losses are recognised in the Profit and loss account.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The main estimates and assumptions are outlined below.

 

The company maintains a stock provision in order to ensure that stock is recognised at the lower of cost and net realisable value. The provision is reviewed on a regular basis. The company uses specific criteria to calculate the stock provision, but establishing the criteria requires significant judgement.

 

A systematic approach is used to calculate the provision, if any, that is applied to stock. The calculation is based upon the length of time the product has been held in stock and provided for accordingly based on that length of time. If, in the directors' opinion, the recoverable value of a product is impaired in advance of the systematic write down, that impairment is recognised immediately.

 

The value of the provision offset against stock is £875,688 (2023: £784,777).

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
3
Turnover

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover
Sale of goods
28,948,996
42,442,017
Turnover analysed by geographical market
2024
2023
£
£
United Kingdom
28,401,006
42,053,094
Other countries
547,990
388,923
28,948,996
42,442,017
4
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Fees payable to the company's auditors for the audit of the company's financial statements
17,810
15,750
Depreciation of owned tangible fixed assets
229,758
253,339
Profit on disposal of tangible fixed assets
(24,014)
-
Amortisation of intangible assets
3,000
3,000
Operating lease charges
583,927
594,897
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Number of production and administration staff
123
142
Number of management staff
2
3
Total
125
145
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
4,399,022
5,147,117
Social security costs
410,105
424,029
Pension costs
79,790
87,233
4,888,917
5,658,379
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
-
0
3,663
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
327,146
372,249
Company pension contributions to defined contribution schemes
2,972
3,963
330,118
376,212

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
161,393
145,100
Company pension contributions to defined contribution schemes
1,321
1,321

Certain directors are remunerated by other group entities for their services to the group as a whole. The amount of remuneration which relates to qualifying services for the company is estimated to be a nominal amount (less than £1,000) in both years.

 

8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
143,222
177,062
Interest on finance leases and hire purchase contracts
2,336
883
Other interest
83,429
111,100
228,987
289,045
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
9
Taxation
2024
2023
£
£
Current tax
Adjustment in respect of retrospective research and development claim
-
0
(17,087)
Deferred tax
Origination and reversal of timing differences
(90,760)
(17,346)
Changes in future tax rates
-
0
(1,092)
Total deferred tax
(90,760)
(18,438)
Total tax credit
(90,760)
(35,525)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(502,717)
(239,175)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(125,679)
(56,254)
Tax effect of expenses that are not deductible in determining taxable profit
34,919
38,908
Changes in effective tax rates applied to deferred tax
-
0
(1,092)
Adjustment in respect of retrospective research and development claim
-
0
(17,087)
Taxation credit for the year
(90,760)
(35,525)
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
10
Intangible fixed assets
Patents
£
Cost
At 1 January 2024 and 31 December 2024
30,000
Amortisation and impairment
At 1 January 2024
15,000
Amortisation charged for the year
3,000
At 31 December 2024
18,000
Carrying amount
At 31 December 2024
12,000
At 31 December 2023
15,000
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
11
Tangible fixed assets
Freehold buildings
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
3,398,788
29,120
1,242,532
371,252
419,539
174,257
5,635,488
Additions
-
0
-
0
135,305
9,476
9,777
-
0
154,558
Disposals
-
0
-
0
-
0
-
0
-
0
(115,172)
(115,172)
At 31 December 2024
3,398,788
29,120
1,377,837
380,728
429,316
59,085
5,674,874
Depreciation and impairment
At 1 January 2024
357,812
17,456
798,234
317,604
194,919
174,257
1,860,282
Depreciation charged in the year
57,432
5,824
125,100
21,428
19,974
-
0
229,758
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
-
0
(115,172)
(115,172)
At 31 December 2024
415,244
23,280
923,334
339,032
214,893
59,085
1,974,868
Carrying amount
At 31 December 2024
2,983,544
5,840
454,503
41,696
214,423
-
0
3,700,006
At 31 December 2023
3,040,976
11,664
444,298
53,648
224,620
-
0
3,775,206
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Tangible fixed assets
(Continued)
- 27 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2024
2023
£
£
Plant and machinery
100,689
-
0
12
Fixed asset investments
2024
2023
£
£
Investments in subsidiaries
-
0
1

On 27th August 2024, the investment (£1 ordinary share) in the subsidiary VFS (Wakefield) Limited was disposed of, as a result of the company being dissolved.

13
Stocks
2024
2023
£
£
Raw materials and consumables
4,872,303
6,930,684
Stock provision
(875,688)
(784,777)
3,996,615
6,145,907
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,065,856
3,439,067
Other debtors
-
0
29,379
Prepayments and accrued income
197,171
60,050
Deferred tax asset
44,158
-
0
1,307,185
3,528,496
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
15
Creditors: amounts falling due within one year
2024
2023
as restated
£
£
Bank loans and overdrafts
749,557
515,571
Obligations under hire purchase agreements and finance leases
17
29,969
-
0
Trade creditors
659,537
989,593
Amounts due to group undertakings
3,199,798
5,341,047
Other taxation and social security
280,869
1,133,667
Other creditors
3,306
5,546
Accruals and deferred income
213,218
562,108
5,136,254
8,547,532
The bank loans are secured by way of a fixed charge over the freehold property and plant and machinery of the company. The bank loan has an interest rate of 1.73% + base rate and the final payment date is 5/12/2027. The amount due to group undertakings are unsecured, interest free and repayable on demand, except for loan due to parent company. Loan due to parent company is unsecured with an annual interest rate is charged based on the annual average of 3 months Euribor + 1.25%. This is repayable on demand if in default. Final repayment is due on September 2025.
The hire purchase/finance lease liabilities are secured on the assets to which they relate.
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
16
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans
1,024,650
1,152,301
Obligations under hire purchase agreements and finance leases
17
58,310
-
0
Amounts due to group undertakings
-
0
704,834
1,082,960
1,857,135
The bank loan is secured by way of a fixed charge over the freehold property and plant and machinery of the company. The bank loan has an interest rate of 1.73% + base rate and the final payment date is 5/12/2027.
17
Finance lease and hire purchase obligations
2024
2023
Future minimum lease payments due under finance leases and hire purchase contracts:
£
£
Within one year
35,554
-
0
In two to five years
62,220
-
0
97,774
-
0
Less: future finance charges
(9,495)
-
0
88,279
-
0

The liabilities in respect of hire purchase agreements are secured on the assets to which they relate to.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
18
Provisions for liabilities
2024
2023
Notes
£
£
Provision for historical PAYE and NI liabilities
861,295
810,000
Provision for health and safety incident
112,400
-
973,695
810,000
Deferred tax liabilities
19
-
46,602
973,695
856,602
Movements on provisions apart from retirement benefits and deferred tax liabilities:
Provision for historical PAYE and NI liabilities
Provision for health and safety incident
Total
£
£
£
At 1 January 2024
810,000
-
810,000
Additional provisions in the year
51,295
112,400
163,695
At 31 December 2024
861,295
112,400
973,695
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
19
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
-
212,697
(212,885)
-
Tax losses
-
(165,577)
256,720
-
Retirement benefit obligations
-
(518)
323
-
-
46,602
44,158
-
2024
Movements in the year:
£
Liability at 1 January 2024
46,602
Credit to profit or loss
(90,760)
Asset at 31 December 2024
(44,158)
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
79,790
87,233

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

Contributions payable to the pension scheme (included within other creditors) as at 31 December 2024 was £3,462 (2023 - £5,558).

 

21
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
Ordinary shares of £1 each
2,028,267
2,028,267
VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
22
Operating lease commitments
Lessee

 

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year:
Land and Buildings - Leasehold
522,900
522,900
Plant and Machinery
19,472
27,368
Motor Vehicles
42,520
32,969
Computer Equipment
9,382
1,796
594,274
585,033
Between two and five years
Land and Buildings - Leasehold
-
522,900
Plant and Machinery
3,736
23,208
Motor Vehicles
23,964
21,594
Computer Equipment
13,292
-
40,992
567,702
23
Related party transactions

The company has not disclosed transactions with the immediate parent company and fellow subsidiaries of the Scattolini SpA group having taken advantage of exemptions available under FRS102 section 33.1a.

VFS (SOUTHAMPTON) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
24
Ultimate controlling party

The immediate parent company undertaking is Scattolini SpA, a company incorporated in Italy.

 

The results of the company are included in the consolidated financial statements of Scattolini SpA. These are available from its registered office:

 

Via del Lavoro

8 - Z.I.

37067 Valeggio sul Mincio (Verona) - Italy

 

The ultimate parent company is Faist Limited, a company registered in England and Wales. The ultimate controlling party is Mr G Natali as the principal shareholder of that company.

25
Prior period adjustment

During the preparation of the financial statements for the 12-month period ended 31 December 2024, the Directors conducted a review of the company’s mapping between direct and indirect costs and assets and liabilities. Upon review, the directors have deemed that it would be beneficial to remap some of the balances to be more in line with the management accounts such that users of the financial statements have a clearer view of the how the company operates.

As a result, these costs have been retrospectively adjusted to be in line with this revised mapping. The effect of this restatement on the comparatives is summarised below:

Reconciliation of changes in (loss)/profit for the previous financial period
2023
£
Presentational changes to prior year
Increase in cost of sales
1,013,237
Decrease in administrative expenses
(1,013,237)
Increase in debtors
27,440
Increase in creditors
(27,440)
Total presentational changes
-
Loss as previously reported
(203,650)
Loss as adjusted
(203,650)
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