REGISTERED NUMBER: 11919832 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2024 TO 30 SEPTEMBER 2024

FOR

MODUFLOW INVESTMENTS LIMITED

Page

Company Information

1

Certified Accountants' Report

2

Balance Sheet

3

Notes to the Financial Statements

5

DIRECTORS:

Mr A L Walton

Mr A M Wood

Mr L Russo

REGISTERED OFFICE:

Scarth Road

Sowerby Woods Industrial Estate

Barrow in Furness

Cumbria

LA14 4RF

REGISTERED NUMBER:

11919832 (England and Wales)

ACCOUNTANTS:

R F Miller & Co

Double Tree Court

10A Cavendish St

Ulverston

Cumbria

LA12 7AD

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In accordance with the engagement letter, and in order to assist you to fulfil your duties under the Companies Act 2006, we have compiled the financial statements of the company from the accounting records and information and explanations you have given to us.

This report is made to the director in accordance with the terms of our engagement. Our work has been undertaken to prepare for approval by the director the financial statements that we have been engaged to compile, to report to the director that we have done so, and to state those matters that we have agreed to state to them in this 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 director for our work or for this report.

You have acknowledged on the balance sheet as at 30 September 2024 your duty to ensure that the company has kept proper accounting records and to prepare financial statements that give a true and fair view under the Companies Act 2006. You consider that the company is exempt from the statutory requirement for an audit for the year.

We have not been instructed to carry out an audit of the financial statements. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.

R F Miller & Co

Double Tree Court

10A Cavendish St

Ulverston

Cumbria

LA12 7AD

5 September 2025

FIXED ASSETS

Investments

4

819,080

819,080

CURRENT ASSETS

Debtors

5

11,739

30,777

Cash at bank

1,662

3,864

13,401

34,641

CREDITORS

Amounts falling due within one year

6

352,926

410,420

NET CURRENT LIABILITIES

(339,525

)

(375,779

)

TOTAL ASSETS LESS CURRENT LIABILITIES

479,555

443,301

CREDITORS

Amounts falling due after more than one year

7

367,000

338,000

NET ASSETS

112,555

105,301

CAPITAL AND RESERVES

Called up share capital

8

18,000

18,000

Capital redemption reserve

9

2,000

2,000

Retained earnings

9

92,555

85,301

SHAREHOLDERS' FUNDS

112,555

105,301

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 September 2024.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 September 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 September 2025 and were signed on its behalf by:

Mr A M Wood - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiary undertakings are recognised at cost.

TAXATION

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 (2023 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 30 September 2024

819,080

NET BOOK VALUE

At 30 September 2024

819,080

At 31 December 2023

819,080

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

10,267

29,794

Prepayments

1,472

983

11,739

30,777

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other loans

4,000

74,000

Trade creditors

1,906

1,725

Amounts owed to group undertakings

291,189

283,270

Corporation tax

2,587

2,587

Social security and other taxes

-

5,724

Pension control account

1,375

1,000

Accruals and deferred income

51,869

42,114

352,926

410,420

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans - 1-2 years

205,000

176,000

Shareholder Loans

162,000

162,000

367,000

338,000

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

16,200

Ordinary A

£1

16,200

16,200

1,800

Ordinary B

£1

1,800

1,800

18,000

18,000

9.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 January 2024

85,301

2,000

87,301

Profit for the period

7,254

7,254

At 30 September 2024

92,555

2,000

94,555

10.	RELATED PARTY DISCLOSURES

Included in trade debtors is an amount of £10,267 (2023 - £29,794). This was monies owed to the company by Moduflow Fan Systems Ltd.

Included in trade creditors is an amount of £494 (2023 - £652). This was monies owed from the company to Moduflow Fan Systems Ltd.

During the year loans were received from Moduflow Fan Systems Ltd, a wholly owned subsidiary of the company. At the year end these loans totalled £291,189 (2023 - £283,270).

During the year management fees were received from Moduflow Fan Systems Ltd. In the current year these fees totalled £86,648 (2023 - £142,187).

During the year non executive director fees amounting to £nil (2023 - £nil) were paid to Lorenzo Russo, director and majority shareholder in Trade Winds Capital Ltd, a related party due to their majority shareholding in the company.

During the year non executive director fees amounting to £nil (2023 - £nil) were paid to West Lane Consulting Ltd, a related party due its owner, Andrew Wood, having a shareholding in the company.

11.	ULTIMATE CONTROLLING PARTY

The company was under the control of Lorenzo Russo by virtue of his indirect ownership of 63% of the issued share capital.