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Registered number: 08008574









Generation Two Limited









Annual Report and Consolidated Financial Statements

For the year ended 31 December 2024

 
Generation Two Limited
 
 
Company Information


Directors
J Otterson 
H Sharratt 
A Garstang 
M Garstang 




Registered number
08008574



Registered office
Coolair House
Globe Lane

Dukinfield

Cheshire

SK16 4UJ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Generation Two Limited
 

Contents



Page
Group strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 33


 
Generation Two Limited
 
 
Group Strategic Report
For the year ended 31 December 2024

Introduction
 
The Directors present their Strategic Report for Generation Two Limited (the 'Parent Company') and subsidiary companies ("The Group" or "Coolair") for the year ended 31 December 2024.

Business review
 
The focus of the business is the supply, installation, service and maintenance of air conditioning systems and commercial heating products. 
The Board are pleased to report that year two of our three-year plan (2024) concluded as forecast, with a steady growth in
profitability. Other than Mark Garstang succeeding John Otterson as Managing Director there were no significant changes
in either personnel or business operations during the year.
Turnover was achieved largely from across our existing client portfolio. Our core business continued to be generated from small works orders, with 91% of all new contracts obtained during 2024 having a value less than £50,000. This is a key element of our business model aimed at reducing exposure to any significant bad debts. Credit control procedures have been tightened further since the administration of ISG Group in September 2024 which had ramifications throughout the industry.
We continue looking for new young talent to bring into the business, both site and office based, and our current apprentices are progressing well with their college courses and on-the-job training. Plans are to offer further apprenticeships in 2025 and 2026.
Training and investment escalated in 2024 to ensure that all employees and the group as a whole become more focused on our responsibilities towards safeguarding the planet. Key employees were enrolled on sustainability courses and used this knowledge to develop a Net Zero plan for Coolair. In addition, the group achieved Gold Badge status during 2024 with the Supply Chain Sustainability School (SCSS) and continue to monitor and offset our carbon footprint.

Principal risks and uncertainties
 
The Group uses financial instruments including cash, a bank overdraft and other items including trade debtors and trade
creditors that arise directly from its operations. The existence of these financial instruments exposes the Group to a number
of financial risks, which are described in further detail below.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to
invest cash safely and profitably.
Credit risk
The Group's principal financial assets are cash deposits, cash, trade debtors and intercompany debtors. The credit risk
associated with cash and intercompany debtors is limited. The principal credit risk arises, therefore, from its trade debtors.
In order to manage credit risk, the directors set limits for customers based on a combination of payment history and third
party references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and
credit history.
Contract Profitability
Management review all contracts on a monthly basis relevant to both actual and forecasted costs to complete and report against anticipated gross margin, investigating variances against budget. Additionally, all potential contracts exceeding £500,000 are peer-reviewed by two directors prior to acceptance.

Page 1

 
Generation Two Limited
 

Group Strategic Report (continued)
For the year ended 31 December 2024

Financial key performance indicators
 
In addition to the universal KPIs of turnover and gross margin the company considers its specific KPIs to be:
 
Order levels
Sales generated per salesman
Average cash levels

Levels of secured orders are crucial to short-term planning of labour requirements & purchasing levels but more importantly provide the key indication of upturn or downturn in future workload, enabling management to react quickly and make appropriate changes on a strategic level. Average monthly order levels over the last 5 years have been £7.3M (2023 £7.0M) and levels at each of the last two year-ends were:
             
  December 2024  December 2023
Secured orders            £5,351,000   £10,293,755

Coolair firmly believe that our sales force is our best asset. Average sales per salesman is an indicator of the state of the market plus when this figure drops it also indicates that there may be problems with individual performance which need to be rectified. We would not expect this figure to drop below £1M without good reason, and at each of the last two year ends the levels were:
      
December 2024  December 2023
Average sales per salesman   £1.95M   £1.47M

Average monthly cash levels are the key indicator not just of trading conditions but of the strength and durability of our customer base. Average cash holdings (measured on a monthly basis) over the last 5 years have been £41,690 (down from £121,769 last year) and holdings at each of the last two year-ends were:
      
December 2024  December 2023
Average monthly cash balance  (£193,226)             (£701,807)


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



H Sharratt
Director

Date: 29 August 2025

Page 2

 
Generation Two Limited
 
 
 
Directors' Report
For the year ended 31 December 2024

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

Directors

The directors who served during the year were:

J Otterson 
H Sharratt 
A Garstang 
M Garstang 

Results and dividends

The loss for the year, after taxation, amounted to £31,869 (2023 - loss £58,934).

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 
Generation Two Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024

Going concern

These financial statements have been prepared on a going concern basis. The current economic conditions present risks for
all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projections for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that Coolair Equipment Limited is financially secure and has more than adequate resources to trade successfully. Both demand from existing customers and the Group’s current enquiry level remain strong. The Group has a number of banking facilities available to them to cover any additional funding requirements should these be needed. The Statement of Financial Position is strong reflecting a net current asset position. Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business.
In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

Future developments

The Board are optimistic about the long term future growth and direction of Coolair and have developed a Mission Statement: “To create the ideal indoor environment for people to live, work and play, now and always.”
This emphasises our commitments to:
 
partnering with our customers and suppliers to provide the best solutions for their needs;
quality installation and after care of both cooling and heating products in the commercial environment;
and
sustainability of both the environment and of Coolair as a company long into the future.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Page 4

 
Generation Two Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024


Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





H Sharratt
Director

Date: 29 August 2025

Page 5

 
Generation Two Limited
 
 
 
Independent Auditors' Report to the Members of Generation Two Limited
 

Opinion


We have audited the financial statements of Generation Two Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 6

 
Generation Two Limited
 
 
 
Independent Auditors' Report to the Members of Generation Two Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
Generation Two Limited
 
 
 
Independent Auditors' Report to the Members of Generation Two Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business
performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was
aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any
actual, suspected, or alleged fraud.
Supporting documentation relating to the company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
The legal and regulatory framework in which the company operates, particularly those laws and regulations which
have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which
had a fundamental effect on the operations of the company, including General Data Protection requirements, and
Antibribery and Corruption.
 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the
provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws
and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of
material misstatement due to fraud.

Page 8

 
Generation Two Limited
 
 
 
Independent Auditors' Report to the Members of Generation Two Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to select a
sample of transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of
business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
 
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws
and regulations are from the events and transactions reflected in the financial statements, the less likely we would become
aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Use of our report
 

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





Chris Stewardson (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

1 September 2025
Page 9

 
Generation Two Limited
 
 
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
19,510,802
22,084,414

Cost of sales
  
(15,674,811)
(17,974,731)

Gross profit
  
3,835,991
4,109,683

Administrative expenses
  
(3,862,943)
(4,212,555)

Operating loss
 5 
(26,952)
(102,872)

Interest receivable and similar income
 9 
8,385
7,288

Interest payable and similar expenses
 10 
(17,001)
(7,505)

Loss before taxation
  
(35,568)
(103,089)

Tax on loss
 11 
3,699
44,155

Loss for the financial year
  
(31,869)
(58,934)

  

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 17 to 33 form part of these financial statements.

Page 10

 
Generation Two Limited
Registered number: 08008574

Consolidated Statement of Financial Position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
1,416,384
1,609,528

Tangible assets
 13 
724,894
790,990

  
2,141,278
2,400,518

Current assets
  

Stocks
 15 
28,429
16,515

Debtors: amounts falling due after more than one year
 16 
-
412,995

Debtors: amounts falling due within one year
 16 
5,071,676
5,369,912

Cash at bank and in hand
 17 
24,824
2,415

  
5,124,929
5,801,837

Creditors: amounts falling due within one year
 18 
(3,221,506)
(4,022,087)

Net current assets
  
 
 
1,903,423
 
 
1,779,750

Total assets less current liabilities
  
4,044,701
4,180,268

Provisions for liabilities
  

Deferred taxation
 19 
(7,748)
(11,447)

  
 
 
(7,748)
 
 
(11,447)

Net assets
  
4,036,953
4,168,821


Capital and reserves
  

Called up share capital 
 20 
186
200

Share premium account
 21 
4,799,998
4,799,998

Capital redemption reserve
 21 
14
-

Profit and loss account
 21 
(763,245)
(631,377)

  
4,036,953
4,168,821


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




H Sharratt
Director

Date: 29 August 2025

The notes on pages 17 to 33 form part of these financial statements.

Page 11

 
Generation Two Limited
Registered number: 08008574

Company Statement of Financial Position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
6,500,000
6,500,000

Current assets
  

Debtors: amounts falling due within one year
 16 
198
198

  
198
198

Total assets less current liabilities
  
 
 
6,500,198
 
 
6,500,198

  

  

Net assets
  
6,500,198
6,500,198


Capital and reserves
  

Called up share capital 
 20 
186
200

Share premium account
 21 
4,799,998
4,799,998

Capital redemption reserve
 21 
14
-

Profit and loss account
  
1,700,000
1,700,000

  
6,500,198
6,500,198


The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statementsl. 
The result for the parent company for the year was £99,999 (2023:£nil). 
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:


H Sharratt
Director

Date: 29 August 2025

The notes on pages 17 to 33 form part of these financial statements.

Page 12

 
Generation Two Limited
 

Consolidated Statement of Changes in Equity
For the year ended 31 December 2024


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

£
£
£
£
£


At 1 January 2023
200
4,799,998
-
(572,443)
4,227,755


Comprehensive income for the year

Loss for the year
-
-
-
(58,934)
(58,934)
Total comprehensive income for the year
-
-
-
(58,934)
(58,934)



At 1 January 2024
200
4,799,998
-
(631,377)
4,168,821


Comprehensive income for the year

Loss for the year
-
-
-
(31,869)
(31,869)
Total comprehensive income for the year
-
-
-
(31,869)
(31,869)


Contributions by and distributions to owners

Purchase of own shares
-
-
14
(99,999)
(99,985)

Shares redeemed during the year
(14)
-
-
-
(14)


At 31 December 2024
186
4,799,998
14
(763,245)
4,036,953


The notes on pages 17 to 33 form part of these financial statements.

Page 13

 
Generation Two Limited
 

Company Statement of Changes in Equity
For the year ended 31 December 2024


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

£
£
£
£
£


At 1 January 2023
200
4,799,998
-
1,700,000
6,500,198

Profit for the year
-
-
-
-
-



At 1 January 2024
200
4,799,998
-
1,700,000
6,500,198


Comprehensive income for the year

Profit for the year
-
-
-
99,999
99,999


Contributions by and distributions to owners

Purchase of own shares
-
-
14
(99,999)
(99,985)

Shares redeemed during the year
(14)
-
-
-
(14)


At 31 December 2024
186
4,799,998
14
1,700,000
6,500,198


The notes on pages 17 to 33 form part of these financial statements.

Page 14

 
Generation Two Limited
 

Consolidated Statement of Cash Flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(31,869)
(58,934)

Adjustments for:

Amortisation of intangible assets
193,144
193,144

Depreciation of tangible assets
72,054
82,751

Interest paid
17,001
7,505

Interest received
(8,385)
(7,288)

Taxation charge
(3,699)
(44,155)

Increase in stocks
(11,914)
(520)

Decrease/(increase) in debtors
606,544
(800,069)

(Decrease)/increase in creditors
(447,273)
82,144

Corporation tax received
104,687
-

Net cash generated/(used) from operating activities

490,290
(545,422)


Cash flows from investing activities

Purchase of tangible fixed assets
(5,958)
(31,199)

Interest received
8,385
7,288

Net cash generated/(used) from investing activities

2,427
(23,911)

Cash flows from financing activities

Purchase of shares
(99,999)
-

Interest paid
(17,001)
(7,505)

Net cash used in financing activities
(117,000)
(7,505)

Net increase/(decrease) in cash and cash equivalents
375,717
(576,838)

Cash and cash equivalents at beginning of year
(888,591)
(311,753)

Cash and cash equivalents at the end of year
(512,874)
(888,591)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
24,824
2,415

Bank overdrafts
(537,698)
(891,006)

(512,874)
(888,591)


The notes on pages 17 to 33 form part of these financial statements.

Page 15

 
Generation Two Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 December 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,415

22,409

24,824

Bank overdrafts

(891,006)

353,308

(537,698)


(888,591)
375,717
(512,874)

The notes on pages 17 to 33 form part of these financial statements.

Page 16

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

1.


General information

Generation Two Limited ('the Company') is a private company limited by shares incorporated in England and Wales (registered number 08008574). The address of the registered office and principal place of business is Coolair House, Globe Lane, Dukinfield, Cheshire, SK16 4UJ.
The Company is the ultimate parent company of Coolair Management Company Limited and Coolair Equipment Limited, both of which are incorporated in England and Wales. 
The principal activity of the Company is that of a holding company. 
The principal activity of the Group is the supply and installation of air conditioning systems and commercial heating products.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of income and retained earnings and cashflow statement in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Going concern

These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.
The directors have confirmed that they believe that the Group is financially secure and has more than adequate resources to trade successfully. Both demand from existing customers and the Group’s current enquiry level remain strong. The Group has a number of banking facilities available to them to cover any additional funding requirements should these be needed. The Statement of Financial Position is strong reflecting a net current asset position.
Based on this assessment, the directors consider that the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business.
In addition, the Group's assets are assessed for recoverability on a regular basis, the directors consider that the Group is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

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

Page 18

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.9

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


Page 19

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life, which is 10 years.

 
2.11

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Freehold property
-
4%
Long-term leasehold property
-
4%
Fixtures and fittings
-
20%

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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. Work in progress and finished goods include labour and attributable overheads.

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 profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 20

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.15

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 
In the consolidated statement of cash flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

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.

 
2.17

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 profit or loss.

 
2.18

Financial instruments

The Group 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 Group's statement of financial position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group'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

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest
Page 21

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

rate. The impairment loss is recognised in profit or loss. 

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 profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

Page 22

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that
affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses
incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions.
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amounts of the assets and liabilities within the next financial year.


4.


Turnover

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


2024
2023
£
£

Installation of air conditioning
17,606,807
20,444,408

Aftersales servicing
1,903,995
1,640,006

19,510,802
22,084,414


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Other operating lease rentals
62,553
61,458

Page 23

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
28,375
27,000

2024
2023
£
£



Audit related services
2,250
2,250

Taxation compliance services
3,500
3,250

5,750
5,500


7.


Employees

Group
Group
2024
2023
£
£


Wages and salaries
2,392,964
2,948,399

Social security costs
329,437
383,007

Cost of defined contribution scheme
176,899
194,048

2,899,300
3,525,454


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


        2024
        2023
            No.
            No.







Engineers
18
21



Management and administration
16
19



Sales
8
11

42
51

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)
Page 24

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
557,010
381,142

Group contributions to defined contribution pension schemes
102,199
45,797

659,209
426,939


During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £115,680 (2023 - £128,880).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £13,340 (2023 - £12,590).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
8,385
7,288


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
17,001
7,505

Page 25

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

11.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax


Adjustments in repect to prior year
(3,699)
(44,155)

Total deferred tax
(3,699)
(44,155)


Taxation on loss on ordinary activities
(3,699)
(44,155)

Factors affecting tax charge for the year

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

2024
2023
£
£


Loss on ordinary activities before tax
(35,568)
(103,089)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
(8,892)
(25,772)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
48,286
48,286

Expenses not deductible for tax purposes
52,825
34,181

Capital allowances for year in excess of depreciation
12,353
12,353

Adjustments to tax charge in respect of prior periods
-
(44,155)

Use of tax losses not previously recognised
(108,271)
(69,048)

Total tax charge for the year
(3,699)
(44,155)

Page 26

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

12.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2024
3,862,874



At 31 December 2024

3,862,874



Amortisation


At 1 January 2024
2,253,346


Charge for the year on owned assets
193,144



At 31 December 2024

2,446,490



Net book value



At 31 December 2024
1,416,384



At 31 December 2023
1,609,528



Page 27

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

13.


Tangible fixed assets

Group and Company






Freehold property
Long-term leasehold property
Fixtures and fittings
Total

£
£
£
£



Cost


At 1 January 2024
1,243,321
84,910
368,186
1,696,417


Additions
-
-
5,958
5,958



At 31 December 2024

1,243,321
84,910
374,144
1,702,375



Depreciation


At 1 January 2024
518,177
81,263
305,987
905,427


Charge for the year on owned assets
49,412
216
22,426
72,054



At 31 December 2024

567,589
81,479
328,413
977,481



Net book value



At 31 December 2024
675,732
3,431
45,731
724,894



At 31 December 2023
725,144
3,647
62,199
790,990

The company has no tangible assets.


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2024
6,500,000



At 31 December 2024
6,500,000




Page 28

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Coolair Management  Company Limited
Coolair House, GlobalLane, Dukinfield,Cheshire, SK16 4UJ
Dormant holding company
Ordinary
100%
Coolair Equipment Limited
Coolair House, GlobalLane, Dukinfield,Cheshire, SK16 4UJ
Supply and installation of air conditioning systems and commercial heating products
Ordinary
100%


15.


Stocks

Group
Group
2024
2023
£
£

Finished goods
28,429
16,515


Page 29

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Trade debtors
-
412,995
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
4,115,411
4,298,242
-
-

Other debtors
770,823
782,953
198
198

Prepayments and accrued income
185,442
184,030
-
-

Tax recoverable
-
104,687
-
-

5,071,676
5,369,912
198
198



17.


Cash

Group
Group
2024
2023
£
£

Cash at bank and in hand
24,824
2,415

Less: bank overdrafts
(537,698)
(891,006)

(512,874)
(888,591)


Page 30

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

18.


Creditors: Amounts falling due within one year

Group
Group
2024
As restated
2021
£
£

Bank overdrafts
537,698
891,006

Trade creditors
1,757,469
2,021,863

Other taxation and social security
117,165
120,689

Other creditors
8,693
8,469

Accruals and deferred income
800,481
980,060

3,221,506
4,022,087


National Westminister Bank Plc has a fixed and floating charge over all assets of the Group.
The bank overdraft is secured over the land & buildings adjacent to Coolair House.


19.


Deferred taxation


Group



2024


£






At beginning of year
(11,447)


Charged to profit or loss
3,699



At end of year
(7,748)

Group
Group
2024
2023
£
£

Accelerated capital allowances
(7,748)
(11,447)

Page 31

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



9,332 (2023 - 10,000) Ordinary A shares shares of £0.01 each
93
100
9,268 (2023 - 10,000) Ordinary B shares shares of £0.01 each
93
100

186

200

Ordinary A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
Ordinary B shares attracts the same voting and dividend rights as the ordinary A shares.
On 8 October 2024, the company repurchased 668 £0.01 A Ordinary and 732 £0.01 B Ordinary shares, for a total consideration of £99,999, following which the shares were canceled.



21.


Reserves

Share premium account

This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.

Profit and loss account

This reserve represents the cumulative profit and losses less dividends received.


22.


Pension commitments

The Group operates a defined contribution pension scheme for the benefit of employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge for the year represents contributions payable by the group to the fund and amounted to £194,048 (2023 £296,759). There were outstanding contributions of £8,469 (2023: £8,773) at the end of the year which are included within creditors.


23.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
133,835
46,689

Later than 1 year and not later than 5 years
89,584
310,564

223,419
357,253
Page 32

 
Generation Two Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

24.


Controlling party

The Company has no ultimate controlling party.

Page 33