Company Registration No. 13527063 (England and Wales)
Breeze Acquisitions Limited
Annual report and
group financial statements
for the year ended 31 March 2026
Breeze Acquisitions Limited
Company information
Directors
Colin Lonsdale
Alex Hughes
Company number
13527063
Registered office
Units B & C
Broadlink
Middleton
Manchester
England
M24 1UB
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 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 33
Breeze Acquisitions Limited
Strategic report
For the year ended 31 March 2026
1

The directors present the strategic report for the year ended 31 March 2026.

Review of the business

The Group delivered turnover of £15.4m (£16.7m in FY25) and loss before tax was £5.6m (£3.9m in FY25).

 

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 its 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. This could be sourcing cheaper materials or continuously improving the manufacturing process without impacting on product quality.

 

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.

 

The Group financial statements have been prepared on a going concern basis.

 

In adopting the going concern basis, the directors have assessed the Group's ability to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. This assessment included consideration of the Group's forecast trading performance, cash flow projections, available funding facilities and the principal risks and uncertainties facing the Group.

 

The Group's existing borrowing facilities are provided by Apera and remain available until 5 August 2027, extending beyond the period covered by the directors' going concern assessment. The directors have reviewed forecast compliance with the terms of these facilities and the Group's anticipated liquidity requirements throughout the assessment period.

 

The directors have also considered management's plans to refinance the Group's borrowing arrangements ahead of their maturity. The directors are satisfied that sufficient time remains to pursue refinancing options prior to the maturity of the existing facilities.

 

Having considered the Group's forecasts, available funding arrangements and the actions available to management, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Breeze Acquisitions Limited
Strategic report (continued)
For the year ended 31 March 2026
2

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 minimise 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.

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.

 

On the 3 April 2026, the Group acquired 100% of the share capital of Laboratory Specialise Services (UK) Limited who are a Glasgow based leading supplier of fume cupboards, fume extract systems and laboratory furniture products throughout Scotland and hold a prominent position in the academic and life science markets. The Breeze board feel this is an excellent fit and will complement the group by enabling geographical and market expansion while growing its product portfolio.

Key performance indicators

The core KPIs tracked by the management team include revenue, gross margin, operating profit before exceptional costs and cashflow. These can be found in the Statement of Comprehensive Income on page 8 and the Group Statement of Cash Flows on page 13, 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
29 July 2026
Breeze Acquisitions Limited
Directors' report
For the year ended 31 March 2026
3

The directors present their annual report and financial statements for the year ended 31 March 2026.

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

The results for the year are set out on page 8.

Directors

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

Colin Lonsdale
Alex Hughes
Statement of directors' responsibilities

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

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group for that period.

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent 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 groups and companies entitled to the exemptions of the small companies regime.

Breeze Acquisitions Limited
Directors' report (continued)
For the year ended 31 March 2026
4
On behalf of the board
Colin Lonsdale
Director
29 July 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 2026 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:

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.

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

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 our audit:

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 identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or 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.

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 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 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.

Diane Petit-Laurent FCA (Senior Statutory Auditor)
For and on behalf of Saffery LLP
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
29 July 2026
Breeze Acquisitions Limited
Group statement of comprehensive income
For the year ended 31 March 2026
8
2026
2025
Notes
£
£
Turnover
3
15,435,919
16,701,896
Cost of sales
(8,481,684)
(8,881,973)
Gross profit
6,954,235
7,819,923
Distribution costs
(524,259)
(226,372)
Administrative expenses
(5,790,425)
(5,157,067)
Goodwill amortisation
12
(1,931,989)
(1,975,148)
Goodwill impairment
12
-
0
(309,302)
Operating (loss)/profit
4
(1,292,438)
152,034
Interest receivable and similar income
8
80,737
94,080
Interest payable and similar expenses
9
(4,410,537)
(4,149,090)
Loss before taxation
(5,622,238)
(3,902,976)
Tax on loss
10
270,605
(95,429)
Loss for the financial year
(5,351,633)
(3,998,405)
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 2026
9
2026
2025
Notes
£
£
£
£
Fixed assets
Goodwill
12
10,940,407
12,872,396
Total intangible assets
10,940,407
12,872,396
Tangible assets
13
677,356
643,253
11,617,763
13,515,649
Current assets
Stocks
16
2,622,421
2,111,272
Debtors
17
6,010,606
3,846,117
Cash at bank and in hand
1,669,689
6,540,822
10,302,716
12,498,211
Creditors: amounts falling due within one year
18
(9,334,907)
(18,815,187)
Net current assets/(liabilities)
967,809
(6,316,976)
Total assets less current liabilities
12,585,572
7,198,673
Creditors: amounts falling due after more than one year
19
(27,824,026)
(17,102,234)
Provisions for liabilities
Provisions
22
204,722
194,514
Deferred tax liability
23
140,596
134,064
(345,318)
(328,578)
Net liabilities
(15,583,772)
(10,232,139)
Capital and reserves
Called up share capital
25
-
0
-
0
Profit and loss reserves
(15,583,772)
(10,232,139)
Total equity
(15,583,772)
(10,232,139)

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 29 July 2026 and are signed on its behalf by:
29 July 2026
Colin Lonsdale
Director
Company registration number 13527063 (England and Wales)
Breeze Acquisitions Limited
Company statement of financial position
As at 31 March 2026
31 March 2026
10
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
14
28,670,201
28,980,639
Current assets
Debtors
17
298,580
871,812
Cash at bank and in hand
939
970
299,519
872,782
Creditors: amounts falling due within one year
18
(4,914,263)
(15,613,154)
Net current liabilities
(4,614,744)
(14,740,372)
Total assets less current liabilities
24,055,457
14,240,267
Creditors: amounts falling due after more than one year
19
(27,824,026)
(17,074,117)
Net liabilities
(3,768,569)
(2,833,850)
Capital and reserves
Called up share capital
25
-
0
-
0
Profit and loss reserves
(3,768,569)
(2,833,850)
Total equity
(3,768,569)
(2,833,850)

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £934,720 (2025 - £1,162,363 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 29 July 2026 and are signed on its behalf by:
29 July 2026
Colin Lonsdale
Director
Company registration number 13527063 (England and Wales)
Breeze Acquisitions Limited
Group statement of changes in equity
For the year ended 31 March 2026
11
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 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)
Year ended 31 March 2026:
Loss and total comprehensive income
-
(5,351,633)
(5,351,633)
Balance at 31 March 2026
-
0
(15,583,772)
(15,583,772)
Breeze Acquisitions Limited
Company statement of changes in equity
For the year ended 31 March 2026
12
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2024
-
0
(1,671,487)
(1,671,487)
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
(1,162,363)
(1,162,363)
Balance at 31 March 2025
-
0
(2,833,850)
(2,833,850)
Year ended 31 March 2026:
Profit and total comprehensive income
-
(934,719)
(934,719)
Balance at 31 March 2026
-
0
(3,768,569)
(3,768,569)
Breeze Acquisitions Limited
Group statement of cash flows
For the year ended 31 March 2026
13
2026
2025
as restated (note 29)
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(215,234)
5,412,353
Interest paid
(1,391,445)
(1,524,752)
Income taxes paid
(29,628)
(99,936)
Net cash (outflow)/inflow from operating activities
(1,636,307)
3,787,665
Investing activities
Purchase of business
-
(2,165,056)
Purchase of tangible fixed assets
(299,812)
(197,538)
Proceeds from disposal of tangible fixed assets
12,739
7,426
Interest received
80,737
94,080
Net cash used in investing activities
(206,336)
(2,261,088)
Financing activities
Repayment of bank loans
(3,000,000)
(22,417)
Payment of finance leases obligations
(28,490)
(36,058)
Net cash used in financing activities
(3,028,490)
(58,475)
Net (decrease)/increase in cash and cash equivalents
(4,871,133)
1,468,102
Cash and cash equivalents at beginning of year
6,540,822
5,072,720
Cash and cash equivalents at end of year
1,669,689
6,540,822
Breeze Acquisitions Limited
Notes to the group financial statements
For the year ended 31 March 2026
14
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
Basis of preparation

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. 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:

 

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, the 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. Investments 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 2026
1
Accounting policies (continued)
15
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 2026. 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.

1.4
Going concern

The Group financial statements have been prepared on a going concern basis.

 

In adopting the going concern basis, the directors have assessed the Group's ability to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. This assessment included consideration of the Group's forecast trading performance, cash flow projections, available funding facilities and the principal risks and uncertainties facing the Group.

 

The Group's existing borrowing facilities are provided by Apera and remain available until 5 August 2027, extending beyond the period covered by the directors' going concern assessment. The directors have reviewed forecast compliance with the terms of these facilities and the Group's anticipated liquidity requirements throughout the assessment period.

 

The directors have also considered management's plans to refinance the Group's borrowing arrangements ahead of their maturity. The directors are satisfied that sufficient time remains to pursue refinancing options prior to the maturity of the existing facilities.

 

Having considered the Group's forecasts, available funding arrangements and the actions available to management, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

1.5
Revenue

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 either recognised on a percentage of completion method in line with the requirements for construction contracts, or on dispatch of the item once the significant risks and rewards of ownership have passed to the buyer.

 

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 2026
1
Accounting policies (continued)
16
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 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 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 2026
1
Accounting policies (continued)
17

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 and deposits held at call with banks.

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 2026
1
Accounting policies (continued)
18
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 and loans from fellow group companies, 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.

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 2026
1
Accounting policies (continued)
19
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. Deferred tax is charged or credited in the income statement, 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.

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 is 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 2026
1
Accounting policies (continued)
20
1.19
Leases
As lessee

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 leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

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.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
21
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 £998,594 (2025: £503,789) at the year-end; deferred income totalled £1,712,522 (2025: £1,505,975).

 

Where 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 22.

Carrying value of investment in subsidiaries

The carrying value of the Group's investment in Contained Air Solutions Limited represents a significant accounting estimate and source of estimation uncertainty. During the year, indicators of impairment were identified following trading performance being below budgeted expectations and, accordingly, management performed an impairment assessment in accordance with FRS 102 Section 27.

 

The recoverable amount of the investment was determined using a value in use model based on discounted future cash flows. Any forward looking model requires judgement in relation to forecast revenue growth, operating margins, discount rates and terminal valuation assumptions.

 

Cash flow projections were derived from the current year budget and forecasts to 31 March 2031 based on a probability weighted project pipeline. Based on the assessment performed, the recoverable amount exceeded the carrying value of the investment and therefore no impairment provision was recognised.

 

Changes in key assumptions modelled could result in an impairment, such as a reduction in terminal value of 25%, or an increase in the discount rate from 20.5% to 26.5%. The directors have considered various sensitivities and have determined that no impairment provision is merited.

3
Turnover
2026
2025
£
£
Turnover analysed by class of business
Sale of goods
11,462,425
13,069,423
Sale of services
3,973,494
3,632,473
15,435,919
16,701,896
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
3
Turnover (continued)
22
2026
2025
£
£
Turnover analysed by geographical market
UK
11,624,239
13,375,506
Rest of world
1,063,257
500,390
USA
2,748,423
2,826,000
15,435,919
16,701,896
4
Operating (loss)/profit
2026
2025
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
45,207
(12,279)
Research and development costs
142,003
18,134
Depreciation of tangible fixed assets
245,667
209,752
Loss/(profit) on disposal of tangible fixed assets
7,303
(1,970)
Amortisation of intangible assets
1,931,989
1,975,148
Impairment of intangible assets
-
0
309,302
Operating lease charges
255,756
272,043
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and its subsidiaries
92,215
88,370

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

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
23
6
Employees

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

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Directors
9
8
-
-
Sales
7
3
-
-
Engineers
23
16
-
-
Factory
42
41
-
-
Service
25
22
-
-
Administrative
17
16
-
-
Total
123
106
0
0

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
5,210,671
4,739,937
-
0
-
0
Social security costs
666,812
493,070
-
-
Pension costs
211,657
169,562
-
0
-
0
6,089,140
5,402,569
-
0
-
0
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
618,797
838,938
Company pension contributions to defined contribution schemes
46,344
39,668
665,141
878,606
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
210,672
210,381
Company pension contributions to defined contribution schemes
9,617
8,979
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
7
Directors' remuneration (continued)
24

The directors and key management personnel are considered to be the same so no further disclosure has been made in relation to key management personnel remuneration.

8
Interest receivable and similar income
2026
2025
£
£
Interest income
Interest on bank deposits
80,737
81,929
Other interest income
-
12,151
Total income
80,737
94,080
9
Interest payable and similar expenses
2026
2025
£
£
Interest on bank overdrafts and loans
1,390,816
1,524,595
Interest on convertible loan notes
3,019,092
2,624,338
Interest on finance leases and hire purchase contracts
629
157
Total finance costs
4,410,537
4,149,090
10
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
24,013
86,404
Adjustments in respect of prior periods
(2,570)
-
0
Total current tax
21,443
86,404
Deferred tax
Origination and reversal of timing differences
(292,048)
9,025
Total tax (credit)/charge
(270,605)
95,429
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
10
Taxation (continued)
25

The actual (credit)/charge 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:

2026
2025
£
£
Loss before taxation
(5,622,238)
(3,902,976)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2025: 25.00%)
(1,405,560)
(975,744)
Tax effect of expenses that are not deductible in determining taxable profit
446,055
580,072
Tax effect of income not taxable in determining taxable profit
-
0
(3,038)
Change in unrecognised deferred tax assets
207,965
-
0
Adjustments in respect of prior years
(2,570)
-
0
Amortisation on assets not qualifying for tax allowances
482,997
493,787
Fixed asset timing differences
508
352
Taxation (credit)/charge
(270,605)
95,429
11
Impairments

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

2026
2025
Notes
£
£
In respect of:
Goodwill
12
-
309,302
Recognised in:
Operating expenses
-
309,302
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
26
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2025 and 31 March 2026
19,751,475
Amortisation and impairment
At 1 April 2025
6,879,079
Amortisation charged for the year
1,931,989
At 31 March 2026
8,811,068
Carrying amount
At 31 March 2026
10,940,407
At 31 March 2025
12,872,396
The company had no intangible fixed assets at 31 March 2026 or 31 March 2025.

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

13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2025
776,453
110,443
206,414
535,830
1,629,140
Additions
122,681
15,022
86,661
75,448
299,812
Disposals
-
0
(14,434)
(17,291)
(23,054)
(54,779)
At 31 March 2026
899,134
111,031
275,784
588,224
1,874,173
Depreciation and impairment
At 1 April 2025
536,284
45,750
132,752
271,101
985,887
Depreciation charged in the year
84,190
19,430
55,710
86,337
245,667
Eliminated in respect of disposals
-
0
(7,864)
(16,558)
(10,315)
(34,737)
At 31 March 2026
620,474
57,316
171,904
347,123
1,196,817
Carrying amount
At 31 March 2026
278,660
53,715
103,880
241,101
677,356
At 31 March 2025
240,169
64,693
73,662
264,729
643,253
The company had no tangible fixed assets at 31 March 2026 or 31 March 2025.
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
27
14
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
28,670,201
28,980,639
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2025
28,980,639
Impairments
(310,438)
At 31 March 2026
28,670,201
Carrying amount
At 31 March 2026
28,670,201
At 31 March 2025
28,980,639
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 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 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
Stocks
Group
Company
2026
2025
2026
2025
£
£
£
£
Raw materials and consumables
61,272
37,461
-
-
Work in progress
117,965
84,425
-
-
Finished goods and goods for resale
2,443,184
1,989,386
-
0
-
0
2,622,421
2,111,272
-
-
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
28
17
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,612,908
2,581,110
-
0
-
0
Corporation tax recoverable
86,781
78,596
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
-
0
871,812
Other debtors
732,087
509,173
-
0
-
0
Prepayments and accrued income
1,280,250
677,238
-
0
-
0
5,712,026
3,846,117
-
871,812
Deferred tax asset (note 23)
298,580
-
0
298,580
-
0
6,010,606
3,846,117
298,580
871,812
18
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans
20
-
0
12,000,000
-
0
12,000,000
Obligations under finance leases
21
26,147
26,520
-
0
-
0
Other borrowings
20
4,552,337
3,283,154
4,552,337
3,283,154
Trade creditors
1,487,609
579,155
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
361,926
-
0
Other taxation and social security
368,336
313,867
-
0
-
0
Other creditors
66,037
567,622
-
0
330,000
Accruals and deferred income
2,834,441
2,044,869
-
0
-
0
9,334,907
18,815,187
4,914,263
15,613,154
19
Creditors: amounts falling due after more than one year
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Bank loans and overdrafts
20
9,000,000
-
0
9,000,000
-
0
Obligations under finance leases
21
-
0
28,117
-
0
-
0
Other borrowings
20
18,594,026
16,844,117
18,594,026
16,844,117
Other creditors
230,000
230,000
230,000
230,000
27,824,026
17,102,234
27,824,026
17,074,117
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
29
20
Loans and overdrafts
Group
Company
2026
2025
2026
2025
£
£
£
£
Bank loans
9,000,000
12,000,000
9,000,000
12,000,000
Loans from related parties
23,146,363
20,127,271
23,146,363
20,127,271
32,146,363
32,127,271
32,146,363
32,127,271
Payable within one year
4,552,337
15,283,154
4,552,337
15,283,154
Payable after one year
27,594,026
16,844,117
27,594,026
16,844,117

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%.

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.

21
Finance lease obligations
Group
Company
2026
2025
2026
2025
Amounts due:
£
£
£
£
Current liabilities
26,147
26,520
-
0
-
0
Non-current liabilities
-
0
28,117
-
0
-
0
26,147
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.

22
Provisions for liabilities
Group
Company
2026
2025
2026
2025
£
£
£
£
Warranty provision
204,722
194,514
-
-
Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
22
Provisions for liabilities (continued)
30
Movements on provisions:
Warranty provision
Group
£
At 1 April 2025
194,514
Additional provisions in the year
12,961
Utilisation of provision
(2,753)
At 31 March 2026
204,722
23
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2026
2025
2026
2025
Group
£
£
£
£
Accelerated capital allowances
152,565
135,377
-
-
Short-term differences
(11,969)
(1,313)
-
-
Tax losses
-
-
298,580
-
140,596
134,064
298,580
-
Liabilities
Liabilities
Assets
Assets
2026
2025
2026
2025
Company
£
£
£
£
Tax losses
-
-
298,580
-
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 April 2025
134,064
-
Credit to profit or loss
(292,048)
(298,580)
Asset at 31 March 2026
(157,984)
(298,580)

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 2026
31
24
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
211,657
169,562

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.

25
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of 1p each
1
1
-
-
1
1
-
-
26
Operating lease commitments
As 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
2026
2025
2026
2025
£
£
£
£
Within 1 year
185,929
217,173
-
-
Years 2-5
194,388
314,584
-
-
After 5 years
41,500
83,000
-
-
421,817
614,757
-
-
27
Events after the reporting date

On 3 April 2026, Breeze Acquisitions Limited acquired 100% of the share capital of Laboratory Specialist Services (UK) Limited.

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 2026
32
29
Cash (absorbed by)/generated from group operations
2026
2025
as restated
£
£
Loss after taxation
(5,351,633)
(3,998,405)
Adjustments for:
Taxation (credited)/charged
(270,605)
95,429
Finance costs
4,410,537
4,149,090
Investment income
(80,737)
(94,080)
Loss/(gain) on disposal of tangible fixed assets
7,303
(1,970)
Amortisation and impairment of intangible assets
1,931,989
2,284,450
Depreciation and impairment of tangible fixed assets
245,667
209,752
Increase/(decrease) in provisions
10,208
(366,000)
Movements in working capital:
(Increase)/decrease in stocks
(511,149)
461,300
(Increase)/decrease in debtors
(1,857,724)
1,702,922
Increase in creditors
1,250,910
969,865
Cash (absorbed by)/generated from operations
(215,234)
5,412,353

Prior period restatement

During the year the directors identified an error in the classification of cash flows within the Group Statement of Cash Flows and the Cash Generated From Group Operations disclosure note for the year ended 31 March 2025.

Interest charged on convertible loan notes of £2,624,338 was incorrectly presented as interest paid within the Group Statement of Cash Flows. As this interest was accrued and not settled in cash, it should not have been included as a cash outflow. Consequently, cash generated from operations was overstated by £2,624,338.

The comparative information has been restated to correct these errors. The correction has no impact on profit for the year, net assets, total cash flows or shareholders' funds.

Breeze Acquisitions Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2026
33
30
Analysis of changes in net debt - group
2026
£
Opening net funds/(debt)
Cash and cash equivalents
6,540,822
Loans
(32,127,271)
Obligations under finance leases
(54,637)
(25,641,086)
Changes in net debt arising from:
Cash flows of the entity
(7,880,827)
Loan note interest accrued
3,019,092
Closing net funds/(debt) as analysed below
(30,502,821)
Closing net funds/(debt)
Cash and cash equivalents
1,669,689
Loans
(32,146,363)
Obligations under finance leases
(26,147)
(30,502,821)
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