ACCOUNTS - Final Accounts preparation

Registered number: 12934829

VENTROLLA LIMITED

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2025

VENTROLLA LIMITED

REGISTERED NUMBER: 12934829

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		Restated 2024
Note		£		£

Fixed assets
Intangible Assets	4		-		29,903
Tangible assets	5		711,401		448,464
			711,401		478,367
Current assets
Stocks	6	560,809		384,281
Debtors: amounts falling due within one year	7	1,477,058		1,085,707
Cash at bank and in hand		958,170		636,046
		2,996,037		2,106,034
Creditors: amounts falling due within one year	8	(2,858,404)		(2,130,131)
Net current assets/(liabilities)			137,633		(24,097)
Total assets less current liabilities			849,034		454,270
Creditors: amounts falling due after more than one year	9		(143,481)		(110,028)
Provisions for liabilities
Deferred tax	10	(44,000)		(53,000)
			(44,000)		(53,000)
Net assets			661,553		291,242

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VENTROLLA LIMITED

REGISTERED NUMBER: 12934829

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

		2025		Restated 2024
Note		£		£

Capital and reserves
Called up share capital	11	1	1
Profit and loss account	12	661,552	291,241
		661,553	291,242

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 October 2025.

................................................

I Flanagan

Director

The notes on pages 4 to 13 form part of these financial statements.

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VENTROLLA LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 April 2023	1	188,833	188,834

Profit for the year (restated)	-	102,408	102,408

At 1 April 2024	1	291,241	291,242

Profit for the year	-	479,411	479,411
Dividends: Equity capital	-	(109,100)	(109,100)
At 31 March 2025	1	661,552	661,553

The notes on pages 4 to 13 form part of these financial statements.

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

The company is a private company limited by shares and registered in England and Wales, registered number 12934829. The company trades from its registered office address at Unit 2 Crimple Court, Hornbeam Park, Harrogate, North Yorkshire, HG2 8PB.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements have been presented in Pound Sterling which is the functional currency of the company and is rounded to the nearest pound.

The following principal accounting policies have been applied:

2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4

Operating leases: the Company 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.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 5 to 15 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

Finance leases and hire purchase contracts

Assets held under finance leases which are leases where substantially all the risks and rewards of ownership of the asset have passed to the company, and hire purchase contracts are capitalised in the Statement of Financial Position. They are depreciated over the shorter of their useful lives or the term of the lease. All other lease arrangements are classified as an operating lease.

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

2.9

Intangible assets

Goodwill

Negative goodwill represents the excess of the fair value of the non-monetary assets acquired over the consideration paid on acquisition. Negative goodwill is amortised over the period in which the acquired non-monetary assets are recovered.

Other intangible assets

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

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

2.10

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.

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

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:

Plant and machinery	-	5 years
Motor vehicles	-	5 years
Fixtures and fittings	-	10 years
Office equipment	-	5 years

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.

2.11

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.

2.12

Debtors

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

2.13

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.

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

Financial instruments

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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.

2.15

Dividends

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

Employees

The average monthly number of employees, including directors, during the year was 82 (2024 - 75).

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

4.	Intangible assets

	Restated Other	Goodwill	Total
	£	£	£
Cost
At 1 April 2024	809,287	(870,822)	(61,535)
At 31 March 2025	809,287	(870,822)	(61,535)
Amortisation
At 1 April 2024	647,430	(738,867)	(91,437)
Charge for the year	161,857	(131,955)	29,902
At 31 March 2025	809,287	(870,822)	(61,535)
Net book value
At 31 March 2025	-	-	-
At 31 March 2024 (restated)	161,857	(131,955)	29,902

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.	Tangible fixed assets

	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 April 2024	556,255	-	126,619	-	682,874
Additions	39,274	211,042	200,000	2,040	452,356
At 31 March 2025	595,529	211,042	326,619	2,040	1,135,230
Depreciation
At 1 April 2024	218,347	-	16,063	-	234,410
Charge for the year	81,819	52,760	54,329	511	189,419
At 31 March 2025	300,166	52,760	70,392	511	423,829
Net book value
At 31 March 2025	295,363	158,282	256,227	1,529	711,401
At 31 March 2024 (restated)	337,908	-	110,556	-	448,464

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	Restated 2024
	£	£

Motor vehicles

168,279

143,625

6.	Stocks
		2025	Restated 2024
		£	£

Other stocks	209,159	196,826
Work in progress	351,650	187,455
	560,809	384,281

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Debtors

					2025	Restated 2024
					£	£

Trade debtors	879,543	642,551
Amounts owed by group undertakings	-	11,683
Other debtors	597,515	431,473
	1,477,058	1,085,707

8.	Creditors: Amounts falling due within one year
		2025	Restated 2024
		£	£

Bank loans	100,000	-
Trade creditors	503,164	521,882
Amounts owed to group undertakings	122,581	-
Corporation tax	-	116,716
Other taxation and social security	145,393	234,118
Obligations under finance lease and hire purchase contracts	54,012	44,988
Other creditors	1,804,152	931,763
Accruals and deferred income	129,102	280,664
	2,858,404	2,130,131

Hire purchase contracts are secured on the assets to which they relate.

9.	Creditors: Amounts falling due after more than one year
		2025	Restated 2024
		£	£

Bank loans	25,000	-
Net obligations under finance leases and hire purchase contracts	118,481	110,028
	143,481	110,028

Hire purchase contracts are secured on the assets to which they relate.

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

10.	Deferred taxation

		2025
		£

	At beginning of year	53,000
	Charged to profit or loss	(9,000)
	At end of year	44,000

The provision for deferred taxation is made up as follows:
	2025	Restated 2024
	£	£

Accelerated capital allowances

44,000

53,000

11.	Share capital
		2025	Restated 2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

12.

Reserves

Profit and loss account

The profit and loss reserve comprises of accumulated profits and losses.

13.	Prior year adjustment

The previous year accounts have been restated due to an amortisation adjustment for the other intangible asset.
The impact on profit for the year ended 31 March 2024 is a decrease to profit of £368,302. The corresponding entries have been a reduction in intangible assets in fixed assets of the same figure.

14.	Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions payable to the fund at the period end amounted to £65,322 (2024 - £16,775).

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VENTROLLA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

15.

Related party transactions

The Company has taken advantage of the exemption contained in Section 33 of FRS 102 "Related Party Disclosures" from disclosing transactions with the entities which are part of the Group, since 100% of the voting rights in the Company are controlled by the Group.
Included within other creditors, due within one year, is an amount of £15,611 (2024 - £40,996) due to related parties under common ownership of one of the shareholders.

16.	Controlling party

The company's ultimate parent undertaking is Boston Spa Investments Limited, incorporated in England and Wales. The registered office of Boston Spa Investments Limited is Unit 2C, Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB.

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

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