Vision Modular Systems UK Limited iXBRL

Vision Modular Systems UK Limited

Reports and Financial Statements

for the financial year ended 30 November 2025

Vision Modular Systems UK Limited

DIRECTORS AND OTHER INFORMATION


Directors	Christopher Hayes
	Michelle Fleming


Company Registration Number	07429907


Registered Office and Business Address	Vantage Point
	Woburn Road Industrial Estate
	Wolesley Road
	Bedford
	MK42 7EF


Independent Auditors	Crowley Young
	Chartered Accountants
	Level 1
	Devonshire House
	One Mayfair Place
	London
	W1J 8AJ


Solicitors	Mayer Brown International LLP
	201 Bishopsgate
	London
	EC2M 3AF
	United Kingdom

Vision Modular Systems UK Limited

STRATEGIC REPORT

for the financial year ended 30 November 2025

The directors present their strategic report on the company for the financial year ended 30 November 2025.

Review of the Company's Business

Company Overview

Vision Modular Systems utilises modern methods of construction in the delivery of high-rise accommodation, enabling the provision of high-quality homes in a faster, safer, less disruptive and more sustainable manner.

Cutting construction times by up to 50%, it allows investors and funders to get an earlier return on investment. The precision undertaken in Vision’s factory reduces the number of defects and improves the overall quality of delivering these buildings. Our manufacturing discipline significantly reduces waste, improves levels of recycling and offers safer working conditions for staff with a number of our delivered buildings already reaching RIBA and LETI 2030 embodied carbon targets.

The company has received multiple industry awards and recognitions for its achievements and has delivered a range of award-winning projects, including hotels, apartment complexes, and purpose-built student residences. The directors are committed to strengthening the business through continued adoption of off-site construction methods, ensuring the Company remains at the forefront of industry advancements.

At the International Property Awards, College Road was awarded 'Best High-Rise Residential Development London' and 'Best Residential High-Rise Development in the UK', competing against traditionally built schemes and judged by industry experts. These accolades highlight volumetric construction’s ability to match and surpass conventional methods in quality, design, and delivery.

Company Performance

During the financial year, the company reported a turnover of £34.9m (FY24: £77.3m) and a profit before tax of £2.95m (FY24: £8.39m). As at year end, net assets were £39.8m (FY24: £42.0m), following the payment of a dividend of £3m (FY24: £9m).

The directors are pleased with the company’s performance which was in line with management expectations. Despite the challenging economic and construction landscape the company remained profitable throughout the period.

With the requirements of the Building Safety Regulator (“BSR”) and the introduction of the Gateway approval process, project start dates were delayed. While the Company has now successfully obtained approval for several key projects, the deferred start dates on site directly impacted the Company’s Turnover during the year.

The company continues to maintain a careful and sensitive approach to our pricing and cost management together with the maintenance of strong relationships with our clients and suppliers. The company finances its operations primarily from retained earnings and working capital. The directors have considered the company’s financial requirements based on the existing project commitments and the future pipeline and have deemed that the company is adequately capitalised to deliver on its strategic objectives over the coming 12 months.

Principal Risks and Uncertainties

The directors acknowledge the inherent risks present within the construction industry. The company strives to monitor and manage these risks through robust internal controls and by maintaining a strong awareness of the markets in which it operates.

Commercial and Economic Risk

In recent years, the UK economy has faced considerable challenges, including the effects of Covid-19, Brexit, rising inflation, increases in interest rates from historically low levels and ongoing global conflicts. Although interest rates have declined from their peaks, continued international tensions and the threat of inflation continue to shape the UK's economic outlook. These risks are considered when setting the company’s business strategy and operating model as well as working closely with our key suppliers to mitigate the supply chain risks.

Government regulation and planning process

Changes in the regulatory environment may affect the conditions and time taken by our clients to obtain planning approval and awarding of contracts. Consultation with government agencies and our involvement with leading industry groups and stakeholders help to monitor, understand, and plan for proposed changes

Health and Safety Risk

The directors consider this to be an area of critical importance with the Company promoting a positive safety culture, ensuring the wellbeing of all parties involved with our work. Health and safety or environmental breaches can impact employees, sub-contractors and site visitors, and undermine the creation of a great place to work.

Dedicated health and safety teams are in place and procedures, training and reporting are all regularly reviewed to ensure that the Company maintains excellent safety standards. Safety is inherent to the volumetric methodology as up to 80% of a building is manufactured in a factory-controlled environment, removing high risk activities to the safety of a factory floor

Financial Key Performance Indicators

Each individual project has budgetary and financial reporting procedures, supported by appropriate key performance indicators to manage credit, liquidity and other financial risk. Key performance indicators used by management include turnover and profitability per sqm and per project. The business continually assess each project performance against budget and carefully appraise new contracts it tenders for.

Section 172 Statement

The board of directors plan for the business is designed to have a long term beneficial impact on the company and to contribute to its success in delivering good quality residential accommodation.

Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations in the way we do business.

We act responsibly and fairly in our dealings with our suppliers and our sub-contractors and co-operate with our regulators, all of whom are integral to the successful delivery of our plan.

We consider how our business impacts the community and the environment. The use of offsite construction methods significantly reduce traffic and pollution on and near construction sites.

As the Board of Directors, our intention is to behave responsibly and we ensure that all employees at management level act in a responsible manner, operating within the high standards of business conduct and good governance expected for a a business such as ours.

Our intention is to behave responsibly towards our shareholders and treat them fairly so they too may benefit from the successful delivery of our plan.

Streamlined Energy and Reporting (SECR)

Our company ethos is to drive the modernisation and decarbonisation of construction and real estate. Our 2024 disclosure covers our Scope 1 and 2 greenhouse gas (GHG) emissions across our operational footprint, either directly through mobile, stationery or otherwise owned sources of combusting fossil fuel, as well as indirectly procured electricity from energy providers through the UK National Grid. The reductions in both absolute and relative emissions demonstrate our ongoing commitment to sustainability, as we continue to adopt innovative, low carbon solutions in our operations.

Our SECR disclosure is formulated using the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard; the global standard for companies and organisations to measure and manage their GHG emissions, established and maintained by the World Resource Institute and World Business Council for Sustainable Development.

Energy Performance:

Energy Consumption (kWh) - 1,475,858kWh (FY24: 1,794,601 kWh)

Associate Greenhouse Gas Emissions (tCO2e) - 292 tCO2e (FY24: 360 tCO2e)

Energy Use and GHG Emissions Figures by Scope:

Scope 1 (Stationary Combustion Fuels & Gas) - 144 tCO2e (FY24: 156 tCO2e)

Scope 2 (Electricity) - 148 tCO2e (FY24: 204 tCO2e)

Emissions intensity (per £100,000 turnover) - 0.84 tCO2e (FY24: 0.47 tCO2e)

On behalf of the board

___________________________

Christopher Hayes

Director

___________________________

Michelle Fleming

Director


27 August 2026

Vision Modular Systems UK Limited

DIRECTORS' REPORT

for the financial year ended 30 November 2025

The directors present their report and the audited financial statements for the financial year ended 30 November 2025.

Principal Activity

Pre-engineering and manufacture of multi-storey accommodation modules.

Results and Dividends

The profit for the financial year after providing for depreciation and taxation amounted to £2,322,558 (2024 - £7,272,947).

The directors have paid a final dividend amounting to £3,000,000.

Directors

The directors who served during the financial year are as follows:

Christopher Hayes

Michelle Fleming

There were no changes in shareholdings between 30 November 2025 and the date of signing the financial statements.

Future Developments

The company plans to continue its present activities and current trading levels.

Events After the End of the Reporting Period

There have been no significant events affecting the company since the financial year-end.

Political Contributions

The company did not make any disclosable political donations in the current financial year.

Employee Engagement

Employees are kept as fully informed as practicable about developments within the business. It is the policy of the company to offer opportunities to all employees having regard to their aptitudes and abilities in relation to jobs available.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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) including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 company and of the profit or loss of the company for that period.

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

■select suitable accounting policies and apply them consistently;

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

■state whether applicable UK Accounting Standards comprising FRS 102 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of Information to Auditor

Each persons who are directors at the date of approval of this report confirms that:

In so far as the directors are aware:

■there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and

■the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditors

The auditors, Crowley Young, (Chartered Accountants) have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.

On behalf of the board

___________________________

Christopher Hayes

Director

___________________________

Michelle Fleming

Director

27 August 2026

INDEPENDENT AUDITOR'S REPORT

to the Shareholders of Vision Modular Systems UK Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Vision Modular Systems UK Limited ('the company') for the financial year ended 30 November 2025 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 30 November 2025 and of its profit for the financial 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 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 company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Opinion 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' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

■

the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and the Directors' Report.

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

■

adequate accounting records have not been kept; or

■

the 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 for the financial statements

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 they 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 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 company or to cease operations, or has 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our procedures included: enquiry of management and those charged with Governance around actual and potential litigation and claims; enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; reviewing minutes of meetings of those charged with governance; reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

A further description of our responsibilities for the audit of the financial statements is contained in the appendix to this report, located at page , which is to be read as an integral part of our report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

__________________________________

Fintan Crowley (Senior Statutory Auditor)

for and on behalf of

CROWLEY YOUNG

Chartered Accountants

Level 1

Devonshire House

One Mayfair Place

London

W1J 8AJ

27 August 2026

Vision Modular Systems UK Limited

APPENDIX TO THE INDEPENDENT AUDITOR'S REPORT

Further information regarding the scope of our responsibilities as auditor

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

■

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

■

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

■

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

■

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the company to cease to continue as a going concern.

■

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Vision Modular Systems UK Limited

INCOME STATEMENT

for the financial year ended 30 November 2025

	2025	2024
Notes	£	£

Turnover	4	34,901,667	77,255,259

Cost of sales		(28,720,845)	(64,227,723)
		─────────	─────────
Gross profit		6,180,822	13,027,536

Distribution costs		(298,103)	(1,570,904)
Administrative expenses		(4,059,774)	(3,786,818)
Other operating income		264,976	237,432
		─────────	─────────
Operating profit	5	2,087,921	7,907,246

Interest receivable and similar income	6	918,186	575,429
Interest payable and similar expenses	7	(58,297)	(86,810)
		─────────	─────────
Profit before taxation		2,947,810	8,395,865

Tax on profit	9	(625,252)	(1,122,918)
		─────────	─────────
Profit for the financial year	19	2,322,558	7,272,947
		─────────	─────────
Total comprehensive income		2,322,558	7,272,947
		═════════	═════════

Vision Modular Systems UK Limited

Company Registration Number: 07429907

STATEMENT OF FINANCIAL POSITION

as at 30 November 2025

		2025	2024
	Notes	£	£

Non-Current Assets

Property, plant and equipment

4,900,632

5,435,134

─────────

Current Assets

Stocks

14,830,588

11,251,361

Debtors

22,518,693

38,576,623

Cash and cash equivalents

6,606,837

7,471,363

─────────

43,956,118

57,299,347

─────────

Creditors: amounts falling due within one year

(7,353,948)

(20,753,316)

─────────

Net Current Assets

36,602,170

36,546,031

─────────

Total Assets less Current Liabilities

41,502,802

41,981,165

Provisions for liabilities

(1,677,849)

(1,478,770)

─────────

Net Assets

39,824,953

40,502,395

═════════

Capital and Reserves

Called up share capital

100

100

Retained earnings

39,824,853

40,502,295

─────────

Equity attributable to owners of the company

39,824,953

40,502,395

═════════

Approved by the Board and authorised for issue on 27 August 2026 and signed on its behalf by

________________________________

Christopher Hayes

Director

________________________________

Michelle Fleming

Director

Vision Modular Systems UK Limited

STATEMENT OF CHANGES IN EQUITY

as at 30 November 2025

	Called up	Retained	Total
	share	earnings
	capital
	£	£	£

At 1 December 2023	100	42,229,348	42,229,448
	─────────	─────────	─────────
Profit for the financial year	-	7,272,947	7,272,947
	─────────	─────────	─────────
Payment of dividends	-	(9,000,000)	(9,000,000)
	─────────	─────────	─────────
At 30 November 2024	100	40,502,295	40,502,395
	─────────	─────────	─────────
Profit for the financial year	-	2,322,558	2,322,558
	─────────	─────────	─────────
Payment of dividends	-	(3,000,000)	(3,000,000)
	─────────	─────────	─────────
At 30 November 2025	100	39,824,853	39,824,953
	═════════	═════════	═════════

Vision Modular Systems UK Limited

STATEMENT OF CASH FLOWS

for the financial year ended 30 November 2025

	2025	2024
Notes	£	£

Cash flows from operating activities

Profit for the financial year

2,322,558

7,272,947

Adjustments for:

Interest receivable and similar income

(918,186)

(575,429)

Interest payable and similar expenses

58,297

86,810

Tax on profit on ordinary activities

625,252

1,122,918

Depreciation

534,502

591,961

Profit/loss on disposal of property, plant and equipment

(1,500)

─────────

2,622,423

8,497,707

Movements in working capital:

Movement in provisions

230,000

Movement in stocks

(3,579,227)

(1,244,976)

Movement in debtors

(7,127,515)

21,278,238

Movement in creditors

(13,026,282)

6,145,991

─────────

Cash (used in)/generated from operations

(20,880,601)

34,676,960

Interest paid

(58,297)

Tax paid

(1,029,259)

(1,306,510)

─────────

Net cash (used in)/generated from operating activities

(21,968,157)

33,370,450

─────────

Cash flows from investing activities

Interest received

918,186

575,429

Payments to acquire property, plant and equipment

(222,818)

Receipts from sales of property, plant and equipment

1,500

─────────

Net cash generated from investment activities

918,186

354,111

─────────

Cash flows from financing activities

Movement in funding to subsidiaries/group companies		23,185,445	(23,185,445)
Dividends paid		(3,000,000)	(9,000,000)
		─────────	─────────
Net cash generated from/(used in) financing activities		20,185,445	(32,185,445)
		─────────	─────────

Net (decrease)/increase in cash and cash equivalents		(864,526)	1,539,116
Cash and cash equivalents at beginning of financial year		7,471,363	5,932,247
		─────────	─────────
Cash and cash equivalents at end of financial year	14	6,606,837	7,471,363
		═════════	═════════

Vision Modular Systems UK Limited

NOTES TO THE FINANCIAL STATEMENTS

for the financial year ended 30 November 2025

General Information

Vision Modular Systems UK Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 07429907. The registered office of the company is Vantage Point, Woburn Road Industrial Estate, Wolesley Road, Bedford, MK42 7EF which is also the principal place of business of the company. The nature of the company's operations and its principal activities are set out in the Directors' Report. The financial statements have been presented in Pound (£) which is also the functional currency of the company.

Summary of Significant Accounting Policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Statement of compliance

The financial statements of the company for the financial year ended 30 November 2025 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006.

Basis of preparation

The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Turnover

Turnover is recognised as the fair value of the consideration received and receivable for modules manufactured and installed and is shown net of value added tax.

Revenue recognition and long term contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract at the reporting end date. Variations in contract work are included to the extent that the amount can be measured reliably and its receipt is considered probable. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amounts of revenue are included in creditors.

Where it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Where the outcome of a construction contract cannot be estimated reliably, contract costs are recognised as expenses in the period in which they are incurred and contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recovered.

Where third party certificates are not available, the 'percentage of completion method' is used to determine the appropriate amounts to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.

Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost or at valuation, less accumulated depreciation. The charge to depreciation is calculated to write off the original cost or valuation of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows:

Land and buildings freehold

2% Straight line

Short leasehold property

Over the period of the lease of 10 years

Plant and machinery

5% Straight line

Fixtures, fittings and equipment

20% Straight line

Motor vehicles

25% Straight line

The carrying values of tangible fixed assets are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Leasing

Rentals payable under operating leases are dealt with in the Income Statement as incurred over the period of the rental agreement.

Stocks

Stocks are valued at the lower of cost and net realisable value. Stocks are determined on a first-in first-out basis. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Provisions

Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the same value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Employee benefits

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

Taxation and deferred taxation

Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates of exchange ruling at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The resulting exchange differences are dealt with in the Income Statement.

Research and development

Research expenditure is written off to the Income Statement in the financial year in which it is incurred.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

Significant accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgements:

Accounting for long term manufacturing and construction contracts - Long term contracts are assessed on a contract by contract basis and are reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. Where the outcome of each long term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the profit and loss account as the difference between reported turnover and related costs for the contract. Where losses are foreseen, a provision for the loss is made immediately in the profit and loss account.

Revenue recognition - Assumptions are made which complement third party certifications to assess whether module manufacturing and erection on site is physically complete and hence the company's revenue recognition policy has been satisfied.

Turnover

The whole of the company's turnover is attributable to its market in the United Kingdom and is derived from the principal activity of modular manufacturing and construction.


5.	Operating profit	2025	2024
		£	£
	Operating profit is stated after charging/(crediting):
	Depreciation of property, plant and equipment	534,502	591,961
	(Profit) on disposal of property, plant and equipment	-	(1,500)
	Research and development
	- expenditure in current financial year	704,255	405,344
	Loss on foreign currencies	46,194	55,384
	Operating lease rentals
	- Land and buildings	1,178,560	1,329,134
	Auditor's remuneration
	- audit services	25,293	15,513
		═════════	═════════


6.	Interest receivable and similar income	2025	2024
		£	£

	Bank interest	752,468	389,984
	Other interest	165,718	185,445
		─────────	─────────
		918,186	575,429
		═════════	═════════


7.	Interest payable and similar expenses	2025	2024
		£	£

	On amounts payable to group companies	58,297	-
	Interest on overdue tax	-	86,810
		─────────	─────────
		58,297	86,810
		═════════	═════════

Employees and remuneration

Number of employees

The average number of persons employed (including executive directors) during the financial year was as follows:

2025

2024

Number

Number

Management

Production and administration

117

139

─────────

119

141

═════════

The staff costs (inclusive of directors' salaries) comprise:

2025

2024

Wages and salaries

4,534,833

5,621,235

Social security costs

522,355

697,264

Pension costs

90,851

119,981

Staff compensation for loss of office

55,209

─────────

5,203,248

6,438,480

═════════

Tax on profit

2025

2024

(a) Analysis of charge in the financial year

Current tax:

Corporation tax at 25.00% (2024 - 25.00%)

666,139

1,173,990

Under/over provision in prior financial year

(9,966)

(42,416)

─────────

Total current tax

656,173

1,131,574

─────────

Deferred tax:

Origination and reversal of timing differences

(30,921)

(8,656)

─────────

Total deferred tax

(30,921)

(8,656)

═════════

Tax on profit (Note 9 (b))

625,252

1,122,918

═════════

(b) Factors affecting tax charge for the financial year

The tax assessed for the financial year differs from the standard rate of corporation tax in the United Kingdom 25.00% (2024 - 25.00%). The differences are explained below:

2025

2024

Profit taxable at 25.00%

2,947,810

8,395,865

═════════

Profit before tax

multiplied by the standard rate of corporation tax

in the United Kingdom at 25.00% (2024 - 25.00%)

736,953

2,098,966

Effects of:

Depreciation in excess of capital allowances for period

45,604

(15,057)

Deferred tax

(30,921)

(8,656)

Patent Box relief

(116,418)

(909,919)

Adjustment to prior year

(9,966)

(42,416)

─────────

Total tax charge for the financial year (Note 9 (a))

625,252

1,122,918

═════════


10.	Dividends	2025	2024
		£	£
	Dividends on equity shares:

	Ordinary - Final paid	3,000,000	9,000,000
		═════════	═════════


11.	Property, plant and equipment
		Land and	Short	Plant and	Fixtures,	Motor	Total
		buildings	leasehold	machinery	fittings and	vehicles
		freehold	property		equipment
		£	£	£	£	£	£
	Cost
	At 1 December 2024	1,031,761	179,608	10,428,004	421,902	136,435	12,197,710
		─────────	─────────	─────────	─────────	─────────	─────────

	At 30 November 2025	1,031,761	179,608	10,428,004	421,902	136,435	12,197,710
		─────────	─────────	─────────	─────────	─────────	─────────
	Depreciation
	At 1 December 2024	189,570	97,769	5,953,610	394,054	127,573	6,762,576
	Charge for the financial year	28,350	30,386	468,775	6,991	-	534,502
		─────────	─────────	─────────	─────────	─────────	─────────
	At 30 November 2025	217,920	128,155	6,422,385	401,045	127,573	7,297,078
		─────────	─────────	─────────	─────────	─────────	─────────
	Net book value
	At 30 November 2025	813,841	51,453	4,005,619	20,857	8,862	4,900,632
		═════════	═════════	═════════	═════════	═════════	═════════
	At 30 November 2024	842,191	81,839	4,474,394	27,848	8,862	5,435,134
		═════════	═════════	═════════	═════════	═════════	═════════


12.	Stocks	2025	2024
		£	£

	Raw materials	1,498,504	1,667,586
	Work in progress	13,332,084	9,583,775
		─────────	─────────
		14,830,588	11,251,361
		═════════	═════════


13.	Debtors	2025	2024
		£	£

	Trade debtors	9,762,148	14,442,435
	Amounts recoverable on long term work-in-progress	11,657,586	-
	Amounts owed by group undertakings	-	23,185,445
	Other debtors	278,623	-
	Prepayments and accrued income	820,336	948,743
		─────────	─────────
		22,518,693	38,576,623
		═════════	═════════


14.	Cash and cash equivalents	2025	2024
		£	£

	Cash and bank balances	6,606,837	7,471,363
		═════════	═════════


15.	Creditors	2025	2024
	Amounts falling due within one year	£	£

	Trade creditors	294,384	2,071,649
	Taxation (Note 16)	1,819,045	1,527,161
	Other creditors	58,117	62,977
	Accruals and deferred income:
	Pension accrual	6,028	8,739
	Other accruals	5,176,374	17,082,790
		─────────	─────────
		7,353,948	20,753,316
		═════════	═════════


16.	Taxation	2025	2024
		£	£

	Creditors:
	VAT	1,307,729	565,918
	Corporation tax	296,246	669,332
	PAYE / NI	215,070	291,911
		─────────	─────────
		1,819,045	1,527,161
		═════════	═════════

17.

Provisions for liabilities

The amounts provided for deferred taxation (due to timing differences between capital allowances and depreciation) and other provisions are analysed below:

Capital

Relocation expenses

Total

Total

allowances

and equipment repair

2025

2024

At financial year start

638,770

840,000

1,478,770

1,487,426

Charged to profit and loss

230,000

230,000

Utilised during the financial year

(30,921)

(30,921)

(8,656)

─────────

At financial year end

607,849

1,070,000

1,677,849

1,478,770

═════════


18.	Share capital			2025	2024
				£	£
	Description	Number of shares	Value of units

	Allotted, called up and fully paid
	Ordinary	100	£1.00 each	100	100

				═════════	═════════


19.	Income Statement

		2025	2024
		£	£

	At 1 December 2024	40,502,295	42,229,348
	Profit for the financial year	2,322,558	7,272,947
	Payment of dividends	(3,000,000)	(9,000,000)
		─────────	─────────
	At 30 November 2025	39,824,853	40,502,295
		═════════	═════════

20.

Financial commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

Land and Buildings

2025

2024

Due:

Within one year

802,000

802,000

Between one and five years

3,208,000

267,333

In over five years

267,333

─────────

4,277,333

1,069,333

═════════

21.

Capital commitments

The company had no material capital commitments at the financial year-ended 30 November 2025.


22.	Directors' remuneration	2025	2024
		£	£

	Remuneration	50,000	50,000
		═════════	═════════

23.

Related party transactions

The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with group undertakings.

Substantially all of the turnover in 2025 and 2024 is to other entities controlled by the same beneficial owners of this company.

Cost of sales includes rent of £225,000 (2024: £300,000) payable to Figsand Limited, controlled by the same beneficial owners.

Administration costs include an amount of £833,087 (2024: £905,841) for management and administration costs charged by VMS Modular Ireland Limited.

24.

Parent company

The company regards Berkeley Street Investments Limited as its parent company.

The parent of the largest group in which the results are consolidated is Berkeley Street Investments Limited.

Berkeley Street Investments Limited is registered in United Kingdom.

25.

Events After the End of the Reporting Period

There have been no significant events affecting the company since the financial year-end.