Company Registration No. 13527063 (England and Wales)
Breeze Acquisitions Limited
Annual report and
group financial statements
for the year ended 31 March 2025
Breeze Acquisitions Limited
Company information
Directors
Colin Lonsdale
Alex Hughes
(Appointed 2 December 2024)
Company number
13527063
Registered office
Units B & C
Broadlink
Middleton
Manchester
England
M24 1UB
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Breeze Acquisitions Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 35
Breeze Acquisitions Limited
Strategic report
For the year ended 31 March 2025
1

The directors present the strategic report for the year ended 31 March 2025.

Review of the business

The Group delivered turnover of £16.7m (£10.2m in FY24) and loss before tax was £3.9m (£3.3m in FY24).

The Group traded profitably on an underlaying EBITDA basis with shareholder interest costs, amortisation and impairments causing the loss before tax.

The Group continues to hold position as a UK market leader, supplying to pharmaceutical research and development, academic research, and other sectors.

The market outlook remains positive, supported with investment in new products to diversify our product portfolio as we pursue various growth initiatives.

Principal risks and uncertainties

The key risks to the business include:

Supply chain risks

The Group mitigates these risks by increasing stock holdings of relevant components as well as seeking alternative supplies or arranging suitable substitute products.

General input cost increases

Increased cost of raw materials, particularly metals and energy, are increasing manufacturing costs. This is being mitigated through careful procurement and product redesigns to maintain quality, whilst identifying product cost down opportunities.

Other financial risks that the business is exposed to include:

Liquidity risk

The Group continues to mitigate liquidity risk by managing the cash generation of its operations with strong focus on cash collection and regular, detailed forecasting.

At 31 March 2025, the Group reclassified £12.0m of borrowings as current liabilities pending refinancing its debt obligations. The group has a net liability position, reflecting its acquisition strategy over the recent years and consists principally of long dated shareholder debt and accrued interest thereon.

Following the year end, the Group agreed amended financing arrangements with its lenders. The directors continue to closely monitor covenant compliance and based on group budgets and sensitivity analysis. These matters have been considered carefully as part of the directors’ going concern assessment and though these may give rise to a material uncertainty, a going concern basis of accounting has been adopted.

Foreign Currency Risk

Most transactions are conducted in GBP, but some transactions are made in EUR and USD. As the Group is exposed to exchange rate fluctuations, currency rates changes are monitored to minimize the effect on business performance.

Credit risk

The Group has policies aimed at minimising its exposure to credit losses and ensures that deferred payment terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.

Breeze Acquisitions Limited
Strategic report (continued)
For the year ended 31 March 2025
2
Development and performance

The Group maintains a strategic value creation plan which is used at the Board level to track various initiatives, including commercial business opportunities, enhancement of operations, ESG initiatives, and M&A opportunities. This is reviewed periodically at Board meetings and responsibilities for initiatives are assigned to the respective individuals who are responsible for reporting back to the Board on progress on each initiative.

Key performance indicators

The core KPIs tracked by the management team include revenue, gross margin and operating profit before exceptional costs. These can be found in the Statement of Comprehensive Income on page 10, together with the comparisons against prior year. The Board also tracks these monthly through the use of monthly management accounts.

On behalf of the board

Colin Lonsdale
Director
16 March 2026
Breeze Acquisitions Limited
Directors' report
For the year ended 31 March 2025
3

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continued to be that of a holding company. The principal activity of the group's trading subsidiaries continued to be that of a provider of clean air and containment products and services.

Results and dividends

The results for the year are set out on page 9.

Directors

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

Pamela Dawes
(Resigned 29 November 2024)
Chris Popple
(Resigned 22 January 2025)
Colin Lonsdale
Alex Hughes
(Appointed 2 December 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Breeze Acquisitions Limited
Directors' report (continued)
For the year ended 31 March 2025
4
On behalf of the board
Colin Lonsdale
Director
16 March 2026
Breeze Acquisitions Limited
Independent auditor's report
To the members of Breeze Acquisitions Limited
5
Opinion

We have audited the financial statements of Breeze Acquisitions Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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).

In our opinion the financial statements:

- give a true and fair view of the state of the group and of the parent company's affairs as at 31 March 2025 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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.

Material uncertainty in relation to going concern

We draw attention to note 29 in the financial statements, which explains that the Group was in breach of one of three financial covenants at 31 March 2025 which was subsequently waived by the lenders. These events and uncertain market conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

I n 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.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

We have nothing to report in this regard.

Breeze Acquisitions Limited
Independent auditor's report (continued)
To the members of Breeze Acquisitions Limited
6

Opinions 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 strategic report and the directors' r eport 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.

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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Breeze Acquisitions Limited
Independent auditor's report (continued)
To the members of Breeze Acquisitions Limited
7

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 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.

Other matters which we are required to address

The comparative figures for the year ended 31 March 2024 were not audited as consolidated financial statements. Our opinion is not modified in respect of this matter.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Breeze Acquisitions Limited
Independent auditor's report (continued)
To the members of Breeze Acquisitions Limited
8
Diane Petit-Laurent FCA
For and on behalf of
16 March 2026
Saffery LLP
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Breeze Acquisitions Limited
Group statement of comprehensive income
For the year ended 31 March 2025
9
2025
2024
Notes
£
£
Turnover
3
16,701,896
10,161,916
Cost of sales
(8,881,973)
(4,963,198)
Gross profit
7,819,923
5,198,718
Distribution costs
(226,372)
(134,884)
Administrative expenses
(5,157,067)
(3,292,957)
Goodwill amortisation
12
(1,975,148)
(1,736,473)
Goodwill impairment
12
(309,302)
-
0
Operating profit
4
152,034
34,404
Interest receivable and similar income
8
94,080
60,620
Interest payable and similar expenses
9
(4,149,090)
(3,390,982)
Loss before taxation
(3,902,976)
(3,295,958)
Tax on loss
10
(95,429)
96,806
Loss for the financial year
(3,998,405)
(3,199,152)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Breeze Acquisitions Limited
Group statement of financial position
As at 31 March 2025
10
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
12,872,396
12,770,101
Tangible assets
13
643,253
415,360
13,515,649
13,185,461
Current assets
Stocks
17
2,111,272
1,504,160
Debtors
18
3,846,117
4,395,152
Cash at bank and in hand
6,540,822
5,072,720
12,498,211
10,972,032
Creditors: amounts falling due within one year
19
(18,815,187)
(4,109,233)
Net current (liabilities)/assets
(6,316,976)
6,862,799
Total assets less current liabilities
7,198,673
20,048,260
Creditors: amounts falling due after more than one year
20
(17,102,234)
(26,095,158)
Provisions for liabilities
Provisions
23
194,514
100,514
Deferred tax liability
24
134,064
86,322
(328,578)
(186,836)
Net liabilities
(10,232,139)
(6,233,734)
Capital and reserves
Called up share capital
26
-
0
-
0
Profit and loss reserves
(10,232,139)
(6,233,734)
Total equity
(10,232,139)
(6,233,734)

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 16 March 2026 and are signed on its behalf by:
16 March 2026
Alex Hughes
Director
Company registration number 13527063 (England and Wales)
Breeze Acquisitions Limited
Company statement of financial position
As at 31 March 2025
31 March 2025
11
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
28,980,639
24,756,443
Current assets
Debtors
18
871,812
-
0
Cash at bank and in hand
970
2,590,000
872,782
2,590,000
Creditors: amounts falling due within one year
19
(15,613,154)
(2,934,843)
Net current liabilities
(14,740,372)
(344,843)
Total assets less current liabilities
14,240,267
24,411,600
Creditors: amounts falling due after more than one year
20
(17,074,117)
(26,083,087)
Net liabilities
(2,833,850)
(1,671,487)
Capital and reserves
Called up share capital
26
-
0
-
0
Profit and loss reserves
(2,833,850)
(1,671,487)
Total equity
(2,833,850)
(1,671,487)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,162,363 (2024 - £78,763 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 16 March 2026 and are signed on its behalf by:
16 March 2026
Alex Hughes
Director
Company registration number 13527063 (England and Wales)
Breeze Acquisitions Limited
Group statement of changes in equity
For the year ended 31 March 2025
12
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2023
-
0
(3,034,582)
(3,034,582)
Year ended 31 March 2024:
Loss and total comprehensive income
-
(3,199,152)
(3,199,152)
Balance at 31 March 2024
-
0
(6,233,734)
(6,233,734)
Year ended 31 March 2025:
Loss and total comprehensive income
-
(3,998,405)
(3,998,405)
Balance at 31 March 2025
-
0
(10,232,139)
(10,232,139)
Breeze Acquisitions Limited
Company statement of changes in equity
For the year ended 31 March 2025
13
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2023
-
0
(1,592,724)
(1,592,724)
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
(78,763)
(78,763)
Balance at 31 March 2024
-
0
(1,671,487)
(1,671,487)
Year ended 31 March 2025:
Profit and total comprehensive income
-
(1,162,363)
(1,162,363)
Balance at 31 March 2025
-
0
(2,833,850)
(2,833,850)
Breeze Acquisitions Limited
Group statement of cash flows
For the year ended 31 March 2025
14
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
8,036,691
2,783,231
Interest paid
(4,149,090)
(3,390,982)
Income taxes paid
(99,936)
(131,971)
Net cash inflow/(outflow) from operating activities
3,787,665
(739,722)
Investing activities
Purchase of business
(2,165,056)
-
Purchase of tangible fixed assets
(197,538)
(115,449)
Proceeds from disposal of tangible fixed assets
7,426
(1,130)
Interest received
94,080
60,620
Net cash used in investing activities
(2,261,088)
(55,959)
Financing activities
Proceeds from new bank loans
-
2,000,000
Repayment of bank loans
(22,417)
(9,248)
Payment of finance leases obligations
(36,058)
-
Net cash (used in)/generated from financing activities
(58,475)
1,990,752
Net increase in cash and cash equivalents
1,468,102
1,195,071
Cash and cash equivalents at beginning of year
5,072,720
3,877,649
Cash and cash equivalents at end of year
6,540,822
5,072,720
Breeze Acquisitions Limited
Notes to the group financial statements
For the year ended 31 March 2025
15
1
Accounting policies
Company information

Breeze Acquisitions Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is .

The group consists of Breeze Acquisitions Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

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

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

These consolidated financial statements are the first consolidated financial statements prepared by the Group. Comparative information has been prepared on a consistent basis but was not previously presented or audited at a consolidated level.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
16
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Breeze Acquisitions 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 March 2025. 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 g roup.

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.

1.4
Going concern

The financial statements have been prepared on a going concern basis. In making this assessment, the directors have considered the Group’s financial position, cash flow forecasts and funding arrangements for a period of at least twelve months from the date of approval of the financial statements.

As set out in note 29, the Group was in breach of one of three financial covenants at 31 March 2025, resulting in the reclassification of the Group’s £12.0m term loan as a current liability which was subsequently waived. The Group reported a net liabilities position at the reporting date.

These liabilities and ongoing market conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group’s ability to continue as a going concern. The directors have carefully consider ed the Group’s ongoing trading performance, continued engagement with its finance providers and the mitigating actions available from its investors. Notwithstanding this material uncertainty, management's assessment and conclusion support the use of going concern as an accounting basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover from the sale of goods is recognised on a percentage of completion method in line with the requirements for construction contracts.

Service turnover is recognised as those services are provided to customers.

1.6
Research and development expenditure

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

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
17
1.7
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

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

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

Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Office equipment
33.33% straight line
Motor vehicles
25% reducing balance

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 income statement.

1.9
Fixed asset investments

Equity in vest ments 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.

I n 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.

1.10
Impairment of fixed assets

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

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
18

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.

1.11
Stocks

Stocks are either stated at the lower of cost and estimated selling price less costs to complete and sell, or the lower of average unit cost and estimated selling price less costs to sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

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

1.12
Cash and cash equivalents

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

1.13
Financial instruments

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 statement of financial position 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

Basic financial assets, which include debtors, 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.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
19
Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the 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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

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.

1.15
Taxation

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

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
20
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

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

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

1.17
Employee benefits

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

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

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

1.18
Retirement benefits

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

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
1
Accounting policies (continued)
21
1.19
Leases

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

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

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

2
Critical accounting judgements and key sources of estimation uncertainty

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.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
22
Key sources of estimation uncertainty

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.

Useful economic life of goodwill

Goodwill arising on consolidation represents the excess of the fair value of the consideration given for a business over the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition. Amortisation is calculated annually based on the useful economic life which has been identified as ten years. This timeframe has been selected based on the lifespan of the group's products, the customer relationships nurtured by the group, and the potential for technological developments. Goodwill is disclosed in Note 12.

Percentage completion of contracts at the year-end

Turnover is recognised on sales of goods on a percentage of completion method (as required for construction contracts under FRS 102). Sales invoices are normally raised in arrears (and as such accrued income is recognised) but are sometimes be raised in advance of completing the project (and deferred income is recognised). Accrued income totalled £429,000 (2024: £843,000) at the year-end; deferred income totalled £694,190 (2024: £653,050).

Wh ere a project straddles a month end an estimate of the stage of completion is made by the production manager and the finance team make a provision for accrued income. Where a contract is partially complete at the year-end, the percentage completion is estimated based on stock used on the contract and labour costs compared to the overall anticipated costs of the contract.

Warranty provision

The group provides standard warranty coverage on certain products for up to 3 years, providing labour and parts as needed to repair products during the warranty period. A provision for estimated warranty costs is made each year and is based on a percentage of annual turnover of sales of goods. The provision is disclosed in Note 23.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
13,069,423
8,524,693
Sale of services
3,632,473
1,637,223
16,701,896
10,161,916
2025
2024
£
£
Turnover analysed by geographical market
UK
13,375,506
8,277,598
Europe
500,390
468,558
Other
2,826,000
1,415,760
16,701,896
10,161,916
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
23
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(12,279)
35,616
Research and development costs
18,134
23,428
Depreciation of owned tangible fixed assets
209,752
144,755
(Profit)/loss on disposal of tangible fixed assets
(1,970)
1,130
Amortisation of intangible assets
1,975,148
1,736,473
Impairment of intangible assets
309,302
-
0
Operating lease charges
272,043
189,607
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and its subsidiaries
74,820
45,585

The audit fee for the Group is borne by its subsidiary, Contained Air Solutions Limited.

6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
8
5
-
-
Sales
3
2
-
-
Engineers
16
13
-
-
Factory
38
35
-
-
Service
16
11
-
-
Administrative
10
10
-
-
Total
91
76
0
0
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
6
Employees (continued)
24

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,739,937
2,977,071
-
0
-
0
Social security costs
493,070
322,345
-
-
Pension costs
169,562
107,106
-
0
-
0
5,402,569
3,406,522
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
838,938
296,635
Company pension contributions to defined contribution schemes
39,668
9,983
878,606
306,618
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
210,381
119,371
Company pension contributions to defined contribution schemes
8,979
5,250
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
81,929
60,620
Other interest income
12,151
-
Total income
94,080
60,620
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
25
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
1,524,595
1,282,784
Interest on convertible loan notes
2,624,338
2,108,198
Interest on finance leases and hire purchase contracts
157
-
Total finance costs
4,149,090
3,390,982
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
86,404
4,771
Adjustments in respect of prior periods
-
0
(92,640)
Total current tax
86,404
(87,869)
Deferred tax
Origination and reversal of timing differences
9,025
(8,937)
Total tax charge/(credit)
95,429
(96,806)

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

2025
2024
£
£
Loss before taxation
(3,902,976)
(3,295,958)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(975,744)
(823,990)
Tax effect of expenses that are not deductible in determining taxable profit
580,072
199,784
Tax effect of income not taxable in determining taxable profit
(3,038)
(71,939)
Change in unrecognised deferred tax assets
-
0
252,479
Adjustments in respect of prior years
-
0
(92,640)
Effect of change in corporation tax rate
-
4,772
Amortisation on assets not qualifying for tax allowances
493,787
434,118
Deferred tax adjustments
-
0
(26)
Fixed asset timing differences
352
636
Taxation charge/(credit)
95,429
(96,806)
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
26
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Goodwill
12
309,302
-
Recognised in:
Operating expenses
309,302
-
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2024
17,364,730
Additions - business combinations
2,386,745
At 31 March 2025
19,751,475
Amortisation and impairment
At 1 April 2024
4,594,629
Amortisation charged for the year
1,975,148
Impairment losses
309,302
At 31 March 2025
6,879,079
Carrying amount
At 31 March 2025
12,872,396
At 31 March 2024
12,770,101
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.

More information on impairment movements in the year is given in note 11.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
27
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2024
656,473
73,440
154,569
412,636
1,297,118
Additions
164,734
37,003
59,455
27,041
288,233
Business combinations
40,626
-
0
-
0
114,242
154,868
Disposals
(85,380)
-
0
(7,610)
(18,089)
(111,079)
At 31 March 2025
776,453
110,443
206,414
535,830
1,629,140
Depreciation and impairment
At 1 April 2024
527,539
30,192
108,248
215,779
881,758
Depreciation charged in the year
94,125
15,558
32,114
67,955
209,752
Eliminated in respect of disposals
(85,380)
-
0
(7,610)
(12,633)
(105,623)
At 31 March 2025
536,284
45,750
132,752
271,101
985,887
Carrying amount
At 31 March 2025
240,169
64,693
73,662
264,729
643,253
At 31 March 2024
128,934
43,248
46,321
196,857
415,360
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
28,980,639
24,756,443
Movements in fixed asset investments (company)
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
24,756,443
Additions
4,522,512
Impairments
(298,316)
At 31 March 2025
28,980,639
Carrying amount
At 31 March 2025
28,980,639
At 31 March 2024
24,756,443
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
28
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Class of shares held
% Held - Direct
Contained Air Solutions Limited
1
Ordinary
100.00
Almar Services Limited
1
Ordinary
100.00
Amercare Holdings Limited
1
Ordinary
100.00
Amercare Limited
1
Ordinary
100.00

Registered office addresses:

1
Units B & C, Broadlink, Middleton, Manchester, M24 1UB

Amercare Holdings Limited was dissolved on 21 October 2025.

16
Acquisition of a business

On 2 April 2024 the group acquired 100 percent of the issued capital of Amercare Holdings Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
154,868
-
154,868
Inventories
1,068,412
-
1,068,412
Trade and other receivables
1,156,939
-
1,156,939
Cash and cash equivalents
1,574,944
-
1,574,944
Trade and other payables
(1,764,095)
-
(1,764,095)
Tax liabilities
(55,301)
-
(55,301)
Total identifiable net assets
2,135,767
-
2,135,767
Goodwill
2,386,745
Total consideration
4,522,512
The consideration was satisfied by:
£
Cash
3,740,000
Deferred consideration
460,000
Legal and professional costs incurred
22,512
Issue of loan notes
300,000
4,522,512
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
16
Acquisition of a business (continued)
29
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,928,534
Profit after tax
1,245,463
17
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
37,461
95,901
-
-
Work in progress
84,425
31,265
-
-
Finished goods and goods for resale
1,989,386
1,376,994
-
0
-
0
2,111,272
1,504,160
-
-
18
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,581,110
3,047,331
-
0
-
0
Corporation tax recoverable
78,596
81,648
-
0
-
0
Amounts owed by group undertakings
-
-
871,812
-
Other debtors
509,173
333,181
-
0
-
0
Prepayments and accrued income
677,238
932,992
-
0
-
0
3,846,117
4,395,152
871,812
-
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
30
19
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
21
12,000,000
10,346
12,000,000
-
0
Obligations under finance leases
22
26,520
-
0
-
0
-
0
Other borrowings
21
3,283,154
2,179,765
3,283,154
2,179,765
Trade creditors
579,155
713,534
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
-
0
655,078
Other taxation and social security
313,867
100,625
-
-
Other creditors
567,622
119,772
330,000
100,000
Accruals and deferred income
2,044,869
985,191
-
0
-
0
18,815,187
4,109,233
15,613,154
2,934,843
20
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
21
-
0
12,012,071
-
0
12,000,000
Obligations under finance leases
22
28,117
-
0
-
0
-
0
Other borrowings
21
16,844,117
13,983,087
16,844,117
13,983,087
Other creditors
230,000
100,000
230,000
100,000
17,102,234
26,095,158
17,074,117
26,083,087
21
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
12,000,000
12,022,417
12,000,000
12,000,000
Loans from related parties
20,127,271
16,162,852
20,127,271
16,162,852
32,127,271
28,185,269
32,127,271
28,162,852
Payable within one year
15,283,154
2,190,111
15,283,154
2,179,765
Payable after one year
16,844,117
25,995,158
16,844,117
25,983,087
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
21
Loans and overdrafts (continued)
31

The bank loan is secured by fixed and floating charges over the assets and undertakings of the group. The bank loan is repayable in full on 5 August 2027. Annual interest is charged on a quarterly basis at the Sterling Overnight Index Average ('SONIA') plus a variable margin, which at the year end was 8.25%.

At 31 March 2025, the Group was in breach of one of three financial covenants contained within its senior facilities agreement dated 5 August 2021 (as amended).

As a result of this breach, the Group’s lenders were entitled to demand immediate repayment of the outstanding borrowings. Accordingly, the Group’s £12.0m term loan has been classified as a current liability at the reporting date.

Covenants have been reset as a result of negotiations with lenders and at the date of these accounts, the Group is in compliance with its facilities. This is detailed further in note 29.

Loans from related parties represent loan notes held by the ultimate controlling party and key management personnel. These loan notes are unsecured and repayable in full on 5 August 2031. Annual interest is charged at 15% and compounds on 31 March each year.

22
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
26,520
-
0
-
0
-
0
In two to five years
28,117
-
0
-
0
-
0
54,637
-
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Warranty provision
194,514
100,514
-
-
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
23
Provisions for liabilities (continued)
32
Movements on provisions:
Warranty provision
Group
£
At 1 April 2024
100,514
Additional provisions in the year
94,000
At 31 March 2025
194,514
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
135,377
90,339
Tax losses
(1,313)
(4,017)
134,064
86,322
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
86,322
-
Charge to profit or loss
9,025
-
Transfer in on acquisition of subsidiary
38,717
-
Liability at 31 March 2025
134,064
-

The deferred tax liability is expected to reverse during the next 12 months.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
33
25
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
169,562
107,106

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.

26
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of 1p each
1
1
-
-
1
1
-
-
27
Operating lease commitments
Lessee

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:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
217,173
139,605
-
-
Between two and five years
314,584
252,551
-
-
In over five years
83,000
-
-
-
614,757
392,156
-
-
28
Controlling party

The company's parent company is Breeze Strategic Services Limited whose registered office address is Units B & C Broadlink, Middleton, Manchester, England, M24 1UB. The company and group's results are consolidated and included within Breeze Strategic Services Limited's financial statements.

The ultimate controlling party is Breeze Investment Partners LLP.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
34
29
Material uncertainty related to going concern

At the date of approval of these financial statements, the directors consider that a material uncertainty exists which may cast significant doubt on the Group’s ability to continue as a going concern.

At 31 March 2025, the Group was in breach of one of three financial covenants, which resulted in the Group’s £12.0m term loan being classified as a current liability at the reporting date. The Group also reported a net liabilities position at that date, primarily as a consequence of the acquisition strategy and significant shareholder related long-term debt.

On 11 February 2026, the Group entered into an amendment letter to its financing arrangements, pursuant to which the lenders agreed to waive the covenant breaches, subject to certain conditions. These conditions include, amongst other matters, the approval of the Group’s consolidated financial statements for the year ended 31 March 2025, upon which the waiver becomes effective.

The directors note the continued engagement and support of the Group’s lenders and shareholders in addressing the Group’s financing position. The Group also manages its liquidity on a pooled basis, and the parent company has provided ongoing support to its subsidiaries.

The circumstances outlined above plus general geopolitical risk, market uncertainty and sensitivity analysis give rise to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Notwithstanding the matters described above, the directors have concluded that the going concern basis of accounting remains appropriate.

30
Cash generated from group operations
2025
2024
£
£
Loss for the year after tax
(3,998,405)
(3,199,152)
Adjustments for:
Taxation charged/(credited)
95,429
(96,806)
Finance costs
4,149,090
3,390,982
Investment income
(94,080)
(60,620)
(Gain)/loss on disposal of tangible fixed assets
(1,970)
1,130
Amortisation and impairment of intangible assets
2,284,450
1,736,473
Depreciation and impairment of tangible fixed assets
209,752
144,755
Decrease in provisions
(366,000)
(90,741)
Movements in working capital:
Decrease in stocks
461,300
12,976
Decrease/(increase) in debtors
1,702,922
(2,174,627)
Increase in creditors
3,594,203
3,118,861
Cash generated from operations
8,036,691
2,783,231
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2025
35
31
Analysis of changes in net debt - group
2025
£
Opening net funds/(debt)
Cash and cash equivalents
5,072,720
Loans
(28,185,269)
(23,112,549)
Changes in net debt arising from:
Cash flows of the entity
(6,402,261)
New finance leases entered into
(90,695)
Changes in market value and exchange rates
3,964,419
Closing net funds/(debt) as analysed below
(25,641,086)
Closing net funds/(debt)
Cash and cash equivalents
6,540,822
Loans
(32,127,271)
Obligations under finance leases
(54,637)
(25,641,086)
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