The directors present the strategic report of the company and group for the year ended 31 December 2024.
The Group maintained a stable financial position throughout the year ended 31 December 2024. Key financial highlights are as follows:
For the year ended 31 December 2024, the Group reported a turnover of £15.65 million, up from £15.09 million in 2023.Profit before tax rose to £1.66 million (2023: £817,000), reflecting improved margins and continued operational efficiency.
Gross Profit Margin increased from 17.90% in 2023 to 22.74% in 2024, reflecting improved diversification of workstreams and new sector works.
Net Profit Margin rose from 4.64% to 7.58%, driven by changing gross margins.
Debt to Equity Ratio increased from 7% to 44%, due to the strategic use of debt to support growth. Leverage remains within acceptable limits and is being monitored closely.
During the year, the Group utilised a bank overdraft facility of £2.6 million and maintained a loan facility of £360,000 to support expansion and working capital needs. This compares to a £600,000 bank loan in 2023. Repayments for these facilities are aligned with the Group’s projected cash flows.
Net assets amounted to £6.74 million as at 31 December 2024, representing a decrease from £9.01 million in the prior year.
Climadesign Ltd, the Group’s design-led subsidiary, generated revenue of £186,000 in 2024 (2023:£43,000), continuing its strong growth trajectory driven by consultancy-led net-zero transition projects.
The Directors have considered the principal risks and uncertainties facing the Group. These are monitored on a continuous basis and, where appropriate, risk mitigation strategies are implemented to manage their potential impact. The key risks identified are as follows:
Regulatory and Environmental Compliance
The Group operates in a sector subject to environmental regulations, particularly around refrigerants (e.g. F-Gas phase-down, GWP limits). Non-compliance or sudden regulatory changes may require costly system upgrades or limit product viability.
Mitigation: Ongoing technical training, early adoption of natural refrigerants, and close engagement with regulatory updates help maintain compliance.
Supply Chain Disruption
Delays or shortages in critical components—particularly those imported or reliant on global logistics—could affect project timelines and profitability.
Mitigation: Strategic stockholding, multi-vendor sourcing, and close supplier partnerships reduce exposure.
Project Execution Risk
Fixed-price contracts are exposed to cost overruns due to site conditions, design changes, or subcontractor underperformance.
Mitigation: Detailed project scoping, robust contract management, and allocation of contingencies.
Financial and Liquidity Risk
With loan and overdraft facilities in place, the Group is now exposed to interest rate changes and covenant obligations.
Mitigation: Cash flow forecasting and borrowing with defined repayment terms ensure funding flexibility is preserved.
Credit Risk
The Group is exposed to the risk of financial loss due to a counterparty’s failure to meet its obligations under deferred credit terms. Group policy is to grant credit only to customers with satisfactory payment history and creditworthiness. Sales may be made on a cash-with-order basis.
Mitigation: Enforced credit checks, and conservative credit limits..
Contract Risk
A significant portion of the Group’s revenue arises from long-term customer contracts. These arrangements carry risk relating to specification changes, delays, and delivery obligations.
Mitigation: Robust tendering procedures, defined contract scopes, and strong operational oversight ensure risks are well managed.
Skilled Labour Availability
A continued shortage of qualified refrigeration engineers and technical staff in the UK presents recruitment and retention challenges.
Mitigation: The Group invests in apprenticeships, internal upskilling, and long-term staff retention initiatives.
Climate and Energy-Related Risks
Extreme temperatures and energy grid fluctuations may stress system performance and affect demand forecasting.
Mitigation: Emphasis on high-efficiency, resilient designs and advisory-led client engagement ensures system adaptability.
Colleagues
Our greatest asset is our people. We keep our colleagues informed about the Group’s activities through various communication channels and actively listen to their thoughts and suggestions where appropriate.
With their wellbeing in mind, we continue to offer a confidential assistance helpline, providing emotional and practical support whenever needed.
Key Non-Financial Performance Indicators
Ryan-Jayberg Ltd remains committed to upholding the highest standards in quality management, environmental responsibility, and health and safety. While specific international certifications such as ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 are not explicitly referenced, the company confirms it holds accreditations from leading industry bodies and undergoes regular independent audits to maintain and validate these standards.
Health and safety is a core pillar of the Group’s operational strategy. The Directors continue to review and update the Group’s health and safety policies to ensure they remain responsive to regulatory changes and site-specific requirements. The company maintains robust procedures to protect its engineers, clients, and subcontractors during all phases of project delivery.
Environmental performance is closely monitored. The Group recognises the environmental impact of both its direct operations and the downstream use of its refrigeration systems. In response, Ryan-Jayberg Ltd actively develops and promotes solutions that incorporate natural refrigerants and energy-efficient design principles. These systems are engineered to help clients lower their carbon footprint while complying with the UK’s Net Zero trajectory and F-gas regulations.
Additional services, such as refrigerated cabinet refurbishments, allow clients to reduce energy use through the retrofitting of modern lighting, controls, and refrigerant circuits, extending equipment life while reducing overall emissions. The Group also encourages sustainable practices internally through staff training and resource optimisation.
Together, these non-financial performance areas reflect the Group’s strategic focus on sustainability, compliance, and long-term value creation for stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group continues to invest in research and development to enhance the performance, efficiency, and sustainability of its refrigeration and environmental control systems. R&D efforts are primarily focused on the development of high-efficiency systems using natural refrigerants with low global warming potential, and on improving the energy performance of both new and existing installations.
Research and development is conducted in-house and centres on the optimisation of industrial refrigeration, transcritical CO₂ systems, and heat pump applications. Key objectives include the reduction of total energy consumption, enhancement of system lifecycle performance, and compliance with evolving environmental regulations.
Through Climadesign Ltd, the Group is also actively involved in the design of next-generation systems tailored to meet Net Zero targets and customer-specific decarbonisation strategies.
These activities reinforce the Group’s commitment to innovation, regulatory alignment, and delivering long-term environmental and economic value to its clients.
Engagement with Suppliers, Customers and Others
To deliver the Group’s strategy effectively and responsibly, Ryan-Jayberg Ltd places a strong emphasis on building and maintaining transparent, fair, and long-term relationships with its customers, suppliers, subcontractors, and wider stakeholders.
We work collaboratively with a network of approved suppliers and subcontractors, ensuring that our partners meet our standards for quality, safety, sustainability, and ethical conduct. Regular supplier evaluations and performance reviews are undertaken to maintain high levels of service reliability and compliance.
Customer engagement is a central pillar of the business. The Group continues to work closely with clients to design, install and maintain refrigeration systems that are tailored to their specific operational and environmental needs. Through Climadesign Ltd, we provide additional value at the consultancy stage, supporting clients in decarbonisation planning and regulatory alignment.
Feedback is gathered informally and through structured project debriefs to inform continuous improvement in both engineering delivery and customer experience. These partnerships are instrumental to the Group’s long-term success and reflect our commitment to delivering technically robust and future-proof solutions across the UK market.
Ryan-Jayberg Ltd will continue to focus on expanding its capabilities in sustainable refrigeration and low-carbon system design. Building on its expertise in transcritical CO₂ technology, natural refrigerants, and integrated system controls, the Group aims to meet rising demand for environmentally compliant and energy-efficient solutions across food retail, logistics, and cold storage sectors.
The Group expects to see continued growth in its design consultancy services through Climadesign Ltd, particularly in early-stage compliance-led design for customers seeking to align with the UK’s Net Zero strategy. This includes supporting clients with decarbonisation planning, energy modelling, and the specification of future-proof refrigeration and heat pump systems.
In response to ongoing volatility in energy pricing and the phase-down of HFC refrigerants, the Group will continue promoting systems based on ammonia and CO₂ as sustainable alternatives. It also intends to further enhance its digital capabilities, including the deployment of in-house applications for remote diagnostics and energy performance monitoring in cold stores and retail environments.
These developments are expected to position the Group at the forefront of sustainable refrigeration in the UK market, while delivering long-term value to customers through energy savings, operational transparency, and compliance assurance.
KLSA LLP was appointed as the Group’s statutory auditor for the financial year ended 31 December 2024, following the resignation of Cooper Parry Group Limited.
In accordance with the parent company's articles, a resolution proposing that KLSA LLP be reappointed as auditor of the company will be put at a General Meeting.
The Directors are committed to continuous improvement in energy management and carbon reporting, and will continue to monitor and refine internal controls over environmental performance.
The Group also recognises the growing importance of sustainability performance in client procurement processes and public policy, and is aligning its internal strategy accordingly.
Ryan-Jayberg Ltd is committed to leading the industry in sustainable refrigeration by integrating natural refrigerants, energy-efficient technologies, and environmentally responsible practices into all aspects of its operations.
Energy Consumption and Emissions
The Group monitors its energy use and greenhouse gas emissions across UK operations. In line with the Streamlined Energy and Carbon Reporting (SECR) requirements, the following summary presents energy consumption and associated emissions for the year ended 31 December 2024:
Scope CO₂e Tonnes (2024) CO₂e Tonnes (2023)
Scope 1 382.6 405.1
Scope 2 32.5 54.7
Scope 3 12.8 16.1
Total 427.9 475.9
Sustainability Initiatives
Ryan-Jayberg Ltd has pioneered the adoption of low-GWP natural refrigerants, such as CO₂ , significantly reducing the environmental impact of its refrigeration solutions. The Group invests continuously in energy-efficient system designs and advanced control technologies, ensuring minimal energy consumption and enhanced operational reliability.
We have audited the financial statements of Ryan - Jayberg Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Other matter - Comparative Figures
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
To identify and assess the risks of material misstatement in the financial statements arising from fraud or non-compliance with laws and regulations, we considered events or conditions that could indicate an incentive, pressure, or opportunity to commit fraud.
As part of this risk assessment, we undertook the following procedures:
the engagement partner ensured that the engagement team collectively possessed the appropriate competence, capabilities, and experience to identify non-compliance with applicable laws and regulations;
we identified relevant laws and regulations through discussions with the directors and other members of management, as well as through our commercial understanding and knowledge of the sector;
we focused on those laws and regulations that, in our judgement, could have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation, and regulations relating to data protection, employment, and health and safety.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including the risk of fraud, by:
making enquiries of management regarding areas where they considered there to be a susceptibility to fraud, and any knowledge of actual, suspected, or alleged fraud; and
evaluating the internal controls implemented to mitigate the risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud arising from management override of controls and potential bias, we:
performed analytical procedures to identify any unusual or unexpected relationships in the financial data;
tested journal entries, with a focus on identifying and investigating unusual or non-routine transactions;
assessed whether the judgements and assumptions used in determining accounting estimates (as disclosed in Note 2) indicated any potential bias; and
investigated the rationale for significant or unusual transactions to determine whether they had a legitimate business purpose.
In response to the risks of irregularities and non-compliance with laws and regulations, we designed audit procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reviewing minutes of meetings of those charged with governance; and
making enquiries of management regarding actual and potential litigation and claims.
We communicated identified risks relating to fraud and non-compliance with laws and regulations to those charged with governance and among the audit team. We remained alert to indicators of such risks throughout the audit.
There are inherent limitations in the procedures described above. Instances of non-compliance or fraud that are distant from the transactions reflected in the financial statements are less likely to be detected. Additionally, the risk of not detecting a material misstatement resulting from fraud is higher than for one arising from error, as fraud may involve deliberate concealment through collusion, forgery, intentional misrepresentations, or the override of controls.
To address the risk of non-compliance with laws and regulations, we identified relevant legislation and communicated these within the engagement team. The potential impact of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that have a direct effect on the financial statements, including financial reporting standards, company law, and tax legislation (including payroll taxes). We assessed compliance with these laws as part of our audit procedures on the corresponding financial statement areas.
Secondly, the Group is also subject to other laws and regulations where non-compliance could result in material financial consequences, such as fines, litigation, or the loss of licence to operate. We identified Health and Safety legislation as the area most likely to have such an effect. In accordance with auditing standards, our procedures for such laws are limited to making enquiries of management and reviewing relevant regulatory or legal correspondence, if any. Where breaches of these operational laws are not disclosed to us or evident from such correspondence, they may not be detected through our audit procedures.
We communicated identified risks relating to fraud and non-compliance with laws and regulations to those charged with governance and among the audit team, and we remained alert to any indicators of such risks throughout the audit.
There are inherent limitations in the audit procedures described above. We are less likely to detect instances of non-compliance with laws and regulations that are not directly related to transactions or events reflected in the financial statements. Furthermore, the risk of not detecting a material misstatement due to fraud is higher than for one resulting from error, as fraud may involve deliberate concealment through forgery, intentional misrepresentation, or collusion, which can override internal controls.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,127,215 (2023 - £697,893 profit).
Ryan - Jayberg Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is CI Tower Part 3rd Floor, St. Georges Square, New Malden, England, KT3 4HG.
The group consists of Ryan - Jayberg Limited and all of its subsidiaries.
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 under the historical cost convention, modified to include the fair value measurement of certain financial instruments held within the Company’s investment portfolio. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Ryan - Jayberg Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue is recognised at the fair value of the consideration received or receivable for goods sold and services rendered in the ordinary course of business, net of VAT and other sales-related taxes. The fair value of consideration reflects trade discounts, settlement discounts, and volume rebates. Where payment terms constitute a financing arrangement, revenue is measured at the present value of future receipts, with the difference recognised as interest income.
Revenue is recognised when it is probable that economic benefits will flow to the Group, the amount of revenue can be measured reliably, and the associated costs can be estimated with reasonable certainty. The specific recognition criteria applied to the Group’s main income streams are as follows:
Refrigeration and Heat Pump Installations
Revenue is recognised at the point in time when installation is complete, and control has transferred to the customer.
For longer-term projects where performance obligations are satisfied over time, revenue is recognised by reference to the stage of completion, measured using costs incurred to date as a proportion of total estimated costs.
Unbilled amounts on such contracts are recognised as work in progress. Where invoicing occurs in advance of performance, amounts are recognised as deferred income.
Sale of Refrigerated Display Equipment
Revenue is recognised upon delivery, when the significant risks and rewards of ownership transfer to the customer.
For goods manufactured to order, revenue is recognised on completion and delivery. Work in progress is held at the lower of cost and net realisable value.
Design and Consulting Services
Revenue is recognised over time based on stage of completion, typically measured by labour hours or costs incurred relative to total estimated effort.
Unbilled revenue is recorded as accrued income or work in progress. Where invoicing precedes delivery of services, amounts are recorded as deferred income.
Maintenance and Compliance Packages
Revenue is recognised over time in line with the provision of scheduled services. For contracts spanning more than one reporting period, income is typically recognised on a straight-line basis unless another pattern better reflects service delivery.
Revenue for services delivered but not yet billed is recorded as accrued income, while amounts invoiced in advance are recognised as deferred income.
Reactive Technical Support
Revenue from one-off call-outs and technical support is recognised when the service is delivered.
For pre-paid support hours, revenue is recognised as the hours are consumed.
Work in Progress
Work in progress represents costs incurred and attributable profit on contracts where revenue is recognised over time but not yet invoiced. Revenue is recognised using the percentage-of-completion method, based on costs incurred to date relative to total estimated costs.
Work in progress is valued at the lower of cost plus attributable profit and net realisable value. Costs include direct labour, materials, subcontractor charges, and directly attributable overheads.
Unbilled revenue is presented as work in progress or accrued income.
Amounts invoiced in advance of performance are presented as deferred income.
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 recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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, 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 deducting all of its 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
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 is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The Company classifies leases as operating leases where substantially all the risks and rewards incidental to ownership remain with the lessor. The Company has entered into operating leases for the rental of:
Office space, warehouse, and storage facilities
Motor vehicles and vans
Lease payments under operating leases are recognised as an expense in the profit and loss account on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which the economic benefits from the leased asset are consumed.
Lease incentives, including rent-free periods and reduced initial rents, are recognised as a reduction of the rental expense and allocated on a straight-line basis over the lease term, unless another method better reflects the economic benefit received.
The lease term includes any rent-free period granted at the beginning of the lease.
The Company does not enter into finance leases, and therefore no leased assets or related liabilities are recognised on the balance sheet..
Investment Portfolio
The Company holds a diversified investment portfolio with financial institutions, comprising cash, bonds, equities, commodities, and investment funds. These are classified as current asset investments, as they are either held for trading purposes or expected to be realised within twelve months of the reporting date.
Investments are initially recognised at fair value and subsequently remeasured to fair value at each reporting date.
The fair value of investments is based on valuations provided by the financial institutions managing the portfolio, reflecting the market value of the underlying instruments at the reporting date.
All changes in fair value are recognised in the profit and loss account as they arise, including:
Unrealised gains and losses, representing the movement in market value of investments still held at the reporting date.
Realised gains and losses, recognised upon disposal of the investments, calculated as the difference between the sale proceeds and the carrying value.
Income from investments, including interest and dividends, is recognised in the profit and loss account when the right to receive payment is established.
In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Judgement is required to determine whether performance obligations are satisfied over time or at a point in time. For contracts involving installation and design, the Company recognises revenue over time using the percentage-of-completion method, as this best reflects the transfer of control to the customer.
The directors apply judgement in assessing the stage of completion, which is based on input methods such as costs incurred to date relative to the total estimated contract costs. This requires reliable estimation of total contract costs, including subcontractor charges and future project inputs, and regular reassessment throughout the contract’s life.
Management assesses lease contracts to determine whether substantially all the risks and rewards of ownership are retained by the lessor. All leases have been judged to be operating leases.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Estimating the proportion of completion on ongoing contracts requires judgement, particularly regarding total expected costs and contract variations. Errors in estimating these can affect revenue and profit recognition.
The recoverability of costs recorded as work in progress is reviewed regularly. Management estimates the likelihood of full recovery based on current project status and client correspondence.
Debtors are assessed for recoverability based on past default experience and known customer circumstances. Provision is made where there is uncertainty over collectability.
Management estimates the useful lives of fixed assets to determine annual depreciation charges. These estimates are reviewed regularly and adjusted if there is evidence of accelerated wear or technological obsolescence.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Details of joint ventures at 31 December 2024 are as follows:
The Company held an investment of £25,000 in Every Cooling Solutions LLP, representing a 50% ownership interest.
The financial results of the joint venture for the year ended 31 December 2024 and the comparative period are based on draft financial statements and are summarised below:
Aggregate capital and reserves: £26,480 (2023: £46,675)
(Loss)/profit for the year: loss of £751 (2023: loss of £475)
The investment was fully impaired in the prior year, not due to sustained losses, but because management concluded there is no reasonable expectation of future economic benefit from the joint venture. The business has ceased trading and is not expected to resume operations.
As there have been no changes in this position during the year, the carrying amount of the investment remains at £nil as at 31 December 2024 (2023: £nil). No reversal of the impairment has been recognised. Share of loss from joint venture: £375 (2023: £238).
The Company holds an investment portfolio managed by a reputable financial institution, comprising listed equities, bonds, and collective investment funds. The portfolio is held for capital appreciation and is managed on a discretionary basis.
The investments are measured at fair value at each reporting date. Fair value is determined using quoted market prices or net asset values provided by the investment manager.
All gains and losses arising from changes in fair value are recognised in the profit and loss account in the period in which they occur.
The investment portfolio is held as a current asset, as the underlying investments are liquid and readily realisable. The Company may liquidate all or part of the portfolio within the next 12 months depending on cash flow needs and market conditions.
As at 31 December 2024, the fair value of the investment portfolio was £6,201,936 (2023: £5,693,925). The net gain/(loss) recognised in the profit and loss account for the year ended 31 December 2024 was £508,011 (2023: £418,791).
The bank loan comprises a facility obtained under the Coronavirus Business Interruption Loan Scheme (CBILS).
The interest rate on the facility is variable and is linked to the lender’s overdraft base rate, being the Bank of England base rate plus a margin of 2.59%.
As at 31 December 2024, the outstanding balance on the loan was £360,000 (2023: £600,000). Repayments are made in accordance with the agreed repayment schedule.
The loan is classified as a non-current liability, with the portion due within 12 months disclosed as a current liability.
A bank overdraft facility secured against the Company’s investment portfolio held with a reputable financial institution. The value of the investment portfolio held as security as at 31 December 2024 was £5,691,352 (refer to note 13).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability of £102,755 (2023: £37,645) arises from accelerated capital allowances. The increase of £65,110 reflects additions to property, plant and equipment and lower tax written down values. The liability is expected to unwind gradually as timing differences reverse through future depreciation and corresponding tax deductions.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year ended 31 December 2024, the company redeemed its own shares amounting to £550,000. In accordance with the applicable provisions of the Companies Act, an equivalent amount has been transferred from retained earnings to the Capital Redemption Reserve, resulting in the creation of a reserve of £550,000.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
As at 31 December 2024, £10,000 (2023: £10,000) was receivable from Every Cooling Solutions LLP. This balance is unsecured, interest-free, and repayable on demand. No further impairment is considered necessary in respect of this receivable.
As at 31 December 2024, the Company was owed £Nil (2023: £225,000) from a shareholder who is not a director and not a person with significant control.
The loan is unsecured, interest-free, and repayable on demand. No impairment has been recognised in respect of this balance.
Dividends totalling £0 (2023 - £0) were paid in the year in respect of shares held by the company's directors.
As at 31 December 2024, the Company was owed £375,000 (2023: £230,000) by a director and shareholder who is also a person with significant control.
The loan is interest-free, unsecured, and repayable on demand. No guarantees have been provided, and no impairment is considered necessary.
The comparative information presented in these financial statements for the year ended 31 December 2023 was not audited by KLSA LLP. The prior year’s financial statements were audited by a different auditor, who expressed an unqualified opinion.
Comparative figures have been reclassified where necessary to conform to the current year’s presentation. These reclassifications were made solely for the purpose of improving consistency and clarity and have no impact on prior year profit or net assets