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"fact-410": {
"value": "Notes to the Consolidated Financial Statements
For the year ended 31 July 2023
1. Basis of preparation
The Group\u2019s consolidated financial statements have been prepared in accordance with UK-adopted international accounting
standards (UK-adopted_IAS). The consolidated financial statements have been prepared under the historical cost convention, except
as disclosed in the accounting policies under the relevant notes.
The preparation of the consolidated financial information in conformity with IFRS requires the use of certain critical accounting
estimates and requires management to exercise judgement in the process of applying the Group\u2019s accounting policies. Accounting
policies, including critical accounting judgements and estimates used in the preparation of the financial statements, are described
in the specific note to which they relate.
The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand (\u00a3000), except as
otherwise indicated.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2023.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
\u2022 Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
\u2022 Exposure, or rights, to variable returns from its involvement with the investee
\u2022 The ability to use its power over the investee to affect its returns
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany
transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation.
Going concern
The financial position of the Group, its cash flows and liquidity position are set out in the financial statements. Furthermore, note 28
on pages 214 to 217 to the consolidated financial statements includes the Group\u2019s objectives and policies for managing its capital, its
financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk.
The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have
considered all of the above factors, including potential scenarios arising from the political and macroeconomic uncertainty that has
arisen post-Covid and since the invasion of Ukraine early in 2022, including the actions of central banks in raising interest rates to curb
inflation and the impact that this may have on housing and construction, and from its other principal risks set out on pages 96 to 104.
Under a severe but plausible downside scenario, the Group remains within its debt facilities and the attached financial covenants
under the 18 month from the balance sheet date period of assessment and the Directors therefore believe, at the time of approving
the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern.
The key facts and assumptions in reaching this determination are summarised below.
Our financial position remains robust with committed facilities totalling \u00a3150 million, and an accordion of a further \u00a330 million,
maturing in December 2025.
The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than three times and for adjusted
interest cover of not less than four times.
Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the
risks and opportunities the businesses face.
We have then applied a severe but plausible downside scenario in order to model the potential concurrent impact of:
\u2022 a general economic slowdown reducing revenue by 20% compared to plan.
\u2022 supply chain difficulties or input price increases reducing gross profit margin by 10%; and
\u2022 a significant acquisition increasing debt but with no positive cash flow contribution.
A reverse stress test scenario has also been modelled which shows a revenue contraction of c37% with no mitigations would be
required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control
of management include reducing discretionary capex and discretionary indirect costs.
Over the short period of our Climate Change assessment (aligned to our Going Concern assessment) we have concluded that there is
no material adverse impact of Climate Change and hence have not included any impacts in either our base case or downside scenarios
of our Going Concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme
weather in recent years and we would not expect this to occur to a material level over the period of our Going Concern assessment.
The Directors have concluded that the results of the scenario testing combined with the significant liquidity profile available under the
revolving credit facility confirm that there is no material uncertainty in the use of the going concern assumption.
Non-controlling interest
Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those
interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date.
Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised
on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified
from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the
non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount,
including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation
or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price.
Foreign currencies
The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the
entity operates (its functional currency). For the purpose of the Group financial statements, the results and financial position of each
entity are expressed in GBP (\u00a3000), which is the functional currency of the Company and the presentational currency of the Group.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s functional currency
(foreign currencies) are recorded at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting
period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of
the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the
date the fair value was determined.
For the purpose of presenting consolidated financial information, the assets and liabilities of the Group\u2019s foreign operations are
expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at
the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are
transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception
of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity
investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange
difference on the net investment in these operations.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group\u2019s accounting policies, management is required to make judgements, estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The key judgement, apart from any involving estimations, that has the most significant effect on the amounts recognised in the
financial statements is the identification of the Group\u2019s cash generating units (CGUs) and the grouping of those CGUs for goodwill
impairment testing purposes. This judgement could have a significant impact on the carrying value of goodwill and other intangible
assets in the financial statements. Hence, the Directors have concluded that this is a key judgement under the scope of paragraph 122
of IAS1. Further details can be found in note 13 \u2013 impairment assessment of goodwill and note 14 \u2013 intangible assets other.
The Directors have concluded that there are no major sources of estimation uncertainty that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Other judgements and estimates, which the directors do not believe to be critical accounting judgements or key sources of estimation
uncertainty under the scope of paragraph 122 or 125 of IAS1, but for which additional disclosures have been made in the relevant
notes include i) estimates and assumptions made related to: impairment assessment of goodwill (note 13), intangible assets \u2013 other
(note 14), ii) estimates and assumptions relating to refund liabilities arising from retrospective volume rebates (note 3), and iii) financial
liabilities relating to the business combination of ClimaRad, ERI, VMI and I-Vent (notes 15 and 22).
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 if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are
described under the relevant notes.
The Group based its assumptions and estimates on parameters available when these financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising
beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The Directors have considered
a range of potential scenarios arising from the current macroeconomic uncertainty and how these have impacted the significant
judgements, estimates and assumptions in these financial statements is included under the relevant notes.
In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the risks
identified in the TCFD disclosure on pages 66 to 80. Whilst we do not currently expect any material short and medium term risks from
climate change under the scenarios we have considered, the risks over the long term are more uncertain. However, there have been
no risks of climate change identified which would have a material impact on the judgements and estimates made in preparation of
these financial statements.
These are short term (less than 5 years) which is the period over which we prepare detailed bottom up plans, medium term (5-15
years) which is the period over which our continued strategy to provide healthy air sustainability under our three strategic pillars will
be delivered including specific targets to reduce carbon, and long term (beyond 15 years) which is the period aligned to the useful
economic life of some of our property assets and where the potential impacts under different scenarios are less certain. These
different periods have allowed us to assess risks and opportunities that are immediate and well defined to those which may arise over
time but which are much less certain.
Separately disclosed items
The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature,
size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed
items include, but are not limited to, significant restructuring costs and significant business combination and related integration
and earn-out costs.
New standards and interpretations
The standards or interpretations listed below have become effective since 1 August 2022 for annual periods beginning on or after
1 January 2022.
The following amendments became effective as at 1 January 2022:
\u2022 Amendments to IFRS3 \u201cReference to the Conceptual Framework\u201d
\u2022 Amendments to IAS 16 \u201cProperty, plant and equipment \u2013 proceeds before intended use\u201d
\u2022 Amendments to IAS37 \u201cOnerous Contracts \u2013 Costs of Fulfilling a Contract\u201d
\u2022 Amendments to IFRS 9 \u201cFinancial Instruments \u2013 Fees in the \u201810 per cent\u2019 test for derecognition of financial liabilities\u201d
At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised
IFRS Standards that have been issued but are not yet effective.
The following amendments became effective as at 1 January 2023:
\u2022 Amendments to IAS 12 \u201cDeferred tax related to assets and liabilities arising from a single transaction\u201d
\u2022 Amendments to IAS 8 \u201cDefinition of accounting estimates\u201d
\u2022 Amendments to IAS 1 and IFRS Practice Statement 2 \u2013 \u201cDisclosure of accounting policies\u201d
The following amendments became effective as at 1 January 2024:
\u2022 Amendments to IAS 1 \u201cClassification of liabilities as current or non-current\u201d
\u2022 Amendments to IFRS 16 \u201cLease liability in a sale and leaseback\u201d
\u2022 Amendments to IAS 1 \u201cNon-current liabilities with covenants\u201d
\u2022 Amendments to IAS 7 \u201cSupplier Finance Arrangements\u201d
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the Consolidated Financial
Statements of the Group in future periods.
2. Adjusted earnings
The Board and key management personnel use some alternative performance measures to track and assess the underlying
performance of the business. These measures include adjusted operating profit and adjusted profit before tax. These measures are
deemed more helpful as they remove items that do not reflect the day-to-day trading operations of the business and therefore their
exclusion is relevant to an assessment of the day-to-day trading operations, as opposed to overall annual business performance.
Such alternative performance measures are not defined terms under IFRS and may not be comparable with similar measures
disclosed by other companies. Likewise, these measures are not a substitute for IFRS measures of profit. A reconciliation of these
measures of performance to the corresponding reported figure is shown below.
2023
\u00a3000
2022
\u00a3000
Profit after tax 37,382 35,672
Add back:
Contingent consideration 640 (598)
Cost of business combinations 1,032 215
Re-measurement of future consideration relating to the business combination of ClimaRad 1,879 955
Net gain on financial instruments at fair value 1,599 (1,329)
Amortisation and impairment of intangible assets acquired through business combinations 11,088 14,485
Tax effect of the above (2,788) (2,085)
Adjusted profit after tax 50,832 47,315
Add back:
Adjusted tax charge 14,225 13,627
Adjusted profit before tax 65,057 60,942
Add back:
Interest payable on bank loans, lease liabilities and amortisation of financing costs 4,914 3,369
Re-measurement of financial liabilities relating to the business combination of ClimaRad (54) 583
Finance revenue (65) (4)
Adjusted operating profit 69,852 64,890
Add back:
Depreciation of property, plant and equipment 4,102 3,816
Depreciation of right-of-use assets 3,895 3,612
Amortisation of development costs, software and patents 1,486 1,541
Adjusted EBITDA 79,335 73,859
For definitions of terms referred to above see note 34, Glossary of terms.
3. Revenue from contracts with customers
Accounting policy
Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. The
performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days from delivery.
Sale of products
Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually
on the delivery of the goods.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a
portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price
for the sale of ventilation products, the Group considers the effects of variable consideration (if any).
Volume rebates
The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the
period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates,
the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies
the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates.
Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of
variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained,
other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic
conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe.
Warranty obligations
The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type
warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting
policy on warranty provisions in note 24, Provisions.
Installation services
The Group provides installation services that are bundled together with the sale of equipment to a customer.
Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because
the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable.
Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and
the cost plus margin approach for installation services.
The Group recognises revenue from installation services at a point in time after the service has been performed; this is because
installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the
sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset
is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no
contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation.
Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before
payment of consideration is due). The Group\u2019s accounting policy on trade receivables is detailed in note 17.
Contract liabilities
There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2023.
Estimates and assumptions
Liabilities arising from retrospective volume rebates
The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates).
Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically
are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date,
of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023
however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and
managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into.
At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these
agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value
method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group
for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the
reporting date and that appropriate internal approvals and reviews take place before rebates are recorded.
Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate
of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet
date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment
to the liabilities recorded under the scope of paragraph 125 of IAS1.
Revenue recognised in the statement of comprehensive income is analysed below:
2023
\u00a3000
2022
\u00a3000
Sale of goods 320,808 301,097
Installation services 7,2 0 0 6,604
Total revenue from contracts with customers 328,008 3 07,701
Market sectors
2023
\u00a3000
2022
\u00a3000
UK
Residential 89,680 75,040
Commercial 3 0,151 31,031
Export 12 ,119 11,670
OEM (Torin-Sifan) 24,120 25,908
Total UK 156,070 143,649
Nordics
1
4 9,12 6 53,303
Central Europe
2
75,410 6 5,128
Total Continental Europe 124,536 118,431
Total Australasia 47,4 0 2 45,621
Total revenue from contracts with customers 328,008 3 07,701
Right of return assets and refund liabilities
2023
\u00a3000
2022
\u00a3000
Right of return assets \u2014 \u2014
Refund liabilities
Arising from retrospective volume rebates 9,15 3 9,427
Arising from rights of return 664 841
Refund liabilities 9,817 10,268
Notes
1. Included in the Nordics revenue is \u00a3nil of inorganic revenue from the business combination of Klimatfabriken and Rtek (2022: \u00a33,514,000 of inorganic revenue from the
business combination of Klimatfabriken and Rtek).
2. Included in the Central Europe revenue is \u00a34,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent (2022: \u00a318,950,000 of inorganic revenue
from the business combination of ClimaRad BV and ERI).
4. Segmental analysis
Accounting policy
The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed
by the chief operating decision maker, which is considered to be the Chief Executive Officer of the Group.
In identifying its operating segments, management follows the Group\u2019s market sectors. These are UK including OEM (Torin-Sifan),
Continental Europe (Nordics and Central Europe) and Australasia.
The measure of revenue reported to the chief operating decision maker to assess performance is total revenue for each
operating segment. The measure of profit reported to the chief operating decision maker to assess performance is adjusted
operating profit (see note 34 for definition) for each operating segment. Gross profit and the analysis below segment profit
is additional voluntary information and not \u201csegment information\u201d prepared in accordance with IFRS 8.
Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed
on a Group basis.
Total assets and liabilities are not disclosed as this information is not provided by operating segment to the chief operating
decision maker on a regular basis.
Transfer prices between operating segments are on an arm\u2019s length basis on terms similar to transactions with third parties.
Year ended 31 July 2023
UK
\u00a3000
Continental
Europe
\u00a3000
Australasia
\u00a3000
Central/
eliminations
\u00a3000
Consolidated
\u00a3000
Revenue from contracts with customers
External customers 156,070 124,536
1
47,40 2 \u2014 328,008
Inter-segment 24,908 38,779 188 (63,875) \u2014
Total revenue from contracts with customers 180,978 163,315 47,590 (63,875) 328,008
Gross profit 74,254 60,616 23,989 \u2014 158,859
Results
Adjusted segment EBITDA 39,562 31,707 12,568 (4,502) 79,335
Depreciation and amortisation of development costs,
software and patents (4,277) (3,283) (1,239) (684) (9,483)
Adjusted operating profit/(loss) 35,285 28,424 11,329 (5,18 6) 69,852
Amortisation of intangible assets acquired through
business combinations (7,16 3) (3,338) (587) \u2014 (11,088)
Business combination-related operating costs \u2014 \u2014 \u2014 (1,672) (1,672)
Operating profit/(loss) 28,12 2 25,086 10,742 (6,858) 57,092
Unallocated expenses
Net finance cost \u2014 \u2014 (90) (6,358) (6,448)
Re-measurement of future consideration \u2014 \u2014 \u2014 (1,879) (1,879)
Re-measurement of financial liability \u2014 \u2014 \u2014 54 54
Profit/(loss) before tax 28,12 2 25,086 10,652 (15,041) 48,819
Year ended 31 July 2022
UK
\u00a3000
Continental
Europe
\u00a3000
Australasia
\u00a3000
Central/
eliminations
\u00a3000
Consolidated
\u00a3000
Revenue from contracts with customers
External customers 143,649 118,431
1
45,621 \u2014 3 07,70 1
Inter-segment 20,318 30,038 179 (50,535) \u2014
Total revenue from contracts with customers 163,967 148,469 45,800 (50,535) 3 07,701
Gross profit 62,397 61,984 22,456 \u2014 146,837
Results
Adjusted segment EBITDA 33,052 32,810 11,236 (3,239) 73,859
Depreciation and amortisation of development costs,
software and patents (3,799) (3,201) (1,292) (677) (8,969)
Adjusted operating profit/(loss) 29,253 29,609 9,944 (3,916) 64,890
Amortisation of intangible assets acquired through
business combinations (6,978) (6,365) (1,142) \u2014 (14,485)
Business combination-related operating costs \u2014 \u2014 \u2014 383 383
Operating profit/(loss) 22,275 23,244 8,802 (3,533) 50,788
Unallocated expenses
Net finance cost \u2014 \u2014 99 (2,13 5) (2,036)
Re-measurement of future consideration \u2014 \u2014 \u2014 (955) (955)
Re-measurement of financial liability \u2014 \u2014 \u2014 (583) (583)
Profit/(loss) before tax 22,275 23,244 8,901 (7,20 6) 47,214
Note
1. Included in the Continental Europe revenue is \u00a34,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent (2022: \u00a322,464,00000 of inorganic
revenue from the business combination of ClimaRad BV, Klimatfabriken, Rtek and ERI).
Geographic information
Revenue from external customers by customer destination
2023
\u00a3000
2022
\u00a3000
United Kingdom 132,507 119,371
Europe (excluding United Kingdom and Sweden) 119,289 112,886
Sweden 23,328 24,431
Australasia 47,6 6 8 45,780
Rest of the world 5,216 5,233
Total revenue from contracts with customers 328,008 3 07,701
Non-current assets excluding deferred tax
2023
\u00a3000
2022
\u00a3000
United Kingdom 121,458 117,70 4
Europe (excluding United Kingdom and Nordics) 106,502 79,408
Nordics 33,901 35,930
Australasia 46,225 49,013
Total 308,086 282,055
Information about major customers
Annual revenue from no individual customer accounts for more than 10% of Group revenue in either the current or prior year.
5. Finance revenue and costs
Accounting policy
Finance revenue
Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that
discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount.
Net financing costs
Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes
in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income
and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method.
2023
\u00a3000
2022
\u00a3000
Finance revenue
Net gain on financial instruments at fair value \u2014 1,329
Interest receivable 65 4
Total finance revenue 65 1,333
Finance costs
Net loss on financial instruments at fair value (1,599) \u2014
Interest payable on bank loans (3,087) (1,828)
Amortisation of finance costs (452) (442)
Lease interest (635) (520)
Other interest (740) (579)
Total finance costs (6,513) (3,369)
Net finance costs (6,448) (2,036)
The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives
and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial
derivatives can be found in note 22.
6. Staff costs
Accounting policy
Pensions
Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they become
payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees represents the
amounts paid by the Group to various defined contribution pension schemes operated by the Group in the financial period.
Staff costs
2023
\u00a3000
2022
\u00a3000
Wages and salaries 64,858 60,439
Social security costs 7,210 6,825
Other pension costs 2,625 2,442
Share-based payment charge (see note 32) 1,357 1,115
76,050 70,821
Other pension costs relate to the Group\u2019s contribution to defined contribution pension plans. Total contributions payable in the next
financial year are expected to be at rates broadly similar to those in 2022/23 but based on actual salary levels in 2023/24.
Average monthly number of employees in the year
2023
Number
2022
Number
Production 1,10 0 1,126
Sales and administration 771 772
1,871 1,898
Directors\u2019 remuneration
2023
\u00a3000
2022
\u00a3000
Amounts paid in respect of qualifying services
Aggregate Directors\u2019 remuneration 3,748 3,497
Aggregate Directors\u2019 pension scheme contributions 59 72
In respect of the highest paid Director
Aggregate Director\u2019s remuneration 2,298 2,14 8
Aggregate Director\u2019s pension scheme contributions 48 55
The number of Directors accruing benefits under Group money purchase pension arrangements was \u00a3nil (2022: \u00a3nil).
The Group also incurred fees and expenses of \u00a3400,000 (2022: \u00a3367,000) in respect of Paul Hollingworth, Tony Reading, Claire Tiney,
Amanda Mellor, Nigel Lingwood, Margaret Amos and Jonathan Davis for their services as Non-Executive Directors.
7. Other operating expenses
Accounting policy
The Group\u2019s research and development concentrates on the development of new products. Research and development costs
that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below.
Cost of sales, distribution costs and administrative expenses include the following:
2023
\u00a3000
2022
\u00a3000
Cost of sales
Costs of inventories recognised as expenses 131,227 125,836
Depreciation of property, plant and equipment 2,311 1,696
Depreciation of right-of-use assets 2,507 2,081
Amortisation and impairment of intangible assets 254 375
Administrative and distribution expenses
Research and development costs 4,485 4,481
Depreciation of property, plant and equipment 1,791 2,120
Depreciation of right-of-use assets 1,388 1,531
Amortisation and impairment of intangible assets 12,320 15,651
Net foreign exchange differences (190) (695)
Gain on disposal of property, plant and equipment, and intangible assets \u2013 other (17) (51)
8. Auditor\u2019s remuneration
The Group paid the following amounts to its auditor, Ernst & Young LLP, and its member firms in respect of the audit of the financial
statements and for other services provided to the Group:
2023
\u00a3000
2022
\u00a3000
Audit services
Fees for the audit of the parent and Group financial statements 332 310
Fees for local statutory audits of subsidiaries 488 423
Non-audit services
Fees payable for interim review 99 95
Total 919 828
9. Income tax
Accounting policy
Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date.
The Group\u2019s deferred tax policy can be found in note 26.
(a) Income tax charges against profit for the year
2023
\u00a3000
2022
\u00a3000
Current income tax
Current UK income tax expense 4,694 4,897
Current foreign income tax expense 8,887 9,075
Tax credit relating to the prior year (638) (673)
Total current tax 12,943 13,299
Deferred tax
Origination and reversal of temporary differences (2,023) (2,851)
Effect of changes in the tax rate (223) 200
Tax charge relating to the prior year 740 894
Total deferred tax (1,506) (1,757)
Net tax charge reported in the consolidated statement of comprehensive income 11,437 11,542
(b) Income tax recognised in equity for the year
2023
\u00a3000
2022
\u00a3000
Increase in deferred tax asset on share-based payments (343) (685)
Net tax credit reported in equity (343) (685)
(c) Reconciliation of total tax
2023
\u00a3000
2022
\u00a3000
Profit before tax 48,819 47,214
Profit before tax multiplied by the standard rate of corporation tax in the UK of 21.00% (2022: 19.00%) 10,252 8,971
Adjustment in respect of previous years 102 221
Expenses not deductible for tax purposes 1,473 1,161
Effect of changes in the tax rate (see explanation below) (164) 200
Non-taxable income \u2014 (391)
Higher overseas tax rate 184 1,602
Patent box (410) (330)
Other \u2014 108
Net tax charge reported in the consolidated statement of comprehensive income 11,437 11,542
Our reported effective tax rate for the period was 23.4% (2022: 24.4%). Our underlying effective tax rate, on adjusted profit before tax,
was 21.9% (2022: 22.4%).
On 24 May 2021, legislation was passed which substantively enacted an increase in UK corporation tax rate from 19% to 25% from
April 2023. Deferred tax on the balance sheet at 31 July 2023 was therefore measured at 25%.
The higher overseas tax rates relate to the Group\u2019s profits from subsidiaries which are subject to tax jurisdictions with a higher rate
of tax compared to the standard rate of corporation tax in the UK (see note 30 for subsidiary locations).
We expect our medium-term reported effective tax rate to be in the range of 29% to 35% of the Group\u2019s reported profit before tax
and our underlying effective tax rate to be in the range of 22% to 25% of the Group\u2019s adjusted profit before tax.
10. Earnings per share (EPS)
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would
be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 3,365,875 dilutive potential ordinary shares
at 31 July 2023 (2022: 2,966,484).
The following reflects the income and share data used in the basic and diluted earnings per share computations:
Year ended 31 July
2023
\u00a3000
2022
\u00a3000
Profit attributable to ordinary equity holders 37,382 35,672
Number Number
Weighted average number of ordinary shares for basic earnings per share 197,131, 6 5 0 197,52 2 ,14 3
Effect of dilution from:
Share options 2,658,209 2,525,713
Weighted average number of ordinary shares for diluted earnings per share 199,789,859 20 0,0 47,8 5 6
Earnings per share
Basic 19.0p 18.1p
Diluted 18.7p 17.8 p
Year ended 31 July
2023
\u00a3000
2022
\u00a3000
Adjusted profit attributable to ordinary equity holders 50,832 47,315
Number Number
Weighted average number of ordinary shares for adjusted basic earnings per share 197,131, 6 5 0 197,52 2 ,14 3
Effect of dilution from:
Share options 2,658,209 2,525,713
Weighted average number of ordinary shares for adjusted diluted earnings per share 199,789,859 20 0,0 47,8 5 6
Adjusted earnings per share
Basic 25.8p 24.0p
Diluted 25.4p 23.7p
The weighted average number of ordinary shares has declined as a result of treasury shares held by the Volution Employee Benefit
Trust (EBT) during the year (see note 25 for details). The shares are excluded when calculating the reported and adjusted EPS.
Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted earnings.
See note 34, Glossary of terms, for an explanation of the adjusted basic and diluted earnings per share calculation.
11. Property, plant and equipment
Accounting policy
Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes
the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are
required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates
them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred.
Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over their estimated useful lives
using the straight line method. The estimated useful lives, residual values and depreciation methods are reviewed at each year
end, with the effect of any changes in estimates accounted for on a prospective basis.
The following useful lives are used in the calculation of depreciation:
Buildings \u2013 30\u201350 years
Plant and machinery \u2013 5\u201310 years
Fixtures, fittings, tools, equipment and vehicles \u2013 4\u201310 years
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference
between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive
income as part of administrative expenses.
The Group\u2019s impairment policy can be found in note 13.
2023
Freehold land
and buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment
and vehicles
\u00a3000
Total
\u00a3000
Cost
At 1 August 2022 17,480 17,0 22 12,923 47, 425
On business combinations \u2014 514 \u2014 514
Additions 486 2 ,110 2,318 4,914
Disposals (18) (185) (655) (858)
Net foreign currency exchange differences 61 (21) (506) (466)
At 31 July 2023 18,009 19,440 14,080 51,529
Depreciation
At 1 August 2022 5,011 6,493 7,68 6 19,190
Charge for the year 527 1,619 1,956 4,10 2
Disposals (56) (129) (524) (709)
Net foreign currency exchange differences (46) (124) (332) (502)
At 31 July 2023 5,436 7,859 8,786 22,081
Net book value
At 31 July 2023 12,573 11,581 5,294 29,448
2022
Freehold land
and buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment
and vehicles
\u00a3000
Total
\u00a3000
Cost
At 1 August 2021 15,370 13,840 11,544 40,754
On business combinations 2,046 1,739 92 3,877
Additions 341 2,237 2,19 5 4,773
Disposals \u2014 (531) (812) (1,343)
Net foreign currency exchange differences (277) (263) (96) (636)
At 31 July 2022 17,4 8 0 17,022 12,923 47,425
Depreciation
At 1 August 2021 4,542 5,795 6,509 16,846
Charge for the year 517 1,339 1,960 3,816
Disposals \u2014 (523) (709) (1,232)
Net foreign currency exchange differences (48) (118) (74) (240)
At 31 July 2022 5,011 6,493 7,6 8 6 19,190
Net book value
At 31 July 2022 12,469 10,529 5,237 28,235
12. Intangible assets \u2013 goodwill
Accounting policy
Goodwill
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of
the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units.
Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill
is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the
recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has
been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
See note 13 for the Group\u2019s impairment assessment.
Goodwill \u00a3000
Cost and net book value
At 1 August 2021 137,710
On the business combination of ERI 5,13 4
Net foreign currency exchange differences (183)
At 31 July 2022 142,661
On the business combination of VMI 4,072
On the business combination of I-Vent 19,813
On the business combination of ClimaRad 126
Net foreign currency exchange differences (1,799)
At 31 July 2023 164,873
13. Impairment assessment of goodwill
Accounting policy
Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use are not subject
to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount, where the recoverable amount is the
higher of the asset\u2019s fair value less costs of disposal and value in use.
Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash
generating units (CGUs). These grouped CGUs are: UK Ventilation, Central Europe, Nordics, Australasia and OEM. This is also the
level at which management is monitoring the value of goodwill for internal management purposes.
Judgements and estimates
Impairment of goodwill
The Group\u2019s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test
aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher
of fair value less costs of disposal and value in use.
The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement
within the scope of paragraph 122 of IAS1. Management has reviewed the Group\u2019s assets and cash inflows and identified the
lowest aggregation of assets that generate largely independent cash inflows.
The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the
discount rate used for the discounted cash flow model as well as assumptions and estimates of expected future cash flows
and the growth rate used for extrapolation purposes. The current economic and political uncertainty has increased the level of
estimation uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has modelled a
range of scenarios to consider the impact on the carrying value of its assets as described in the going concern statement in the
risk management and principal risks section.
We have tested the sensitivity of our headroom calculations in relation to the above assumptions and estimates and the Group
does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their
recoverable value are reasonably possible, and hence are not major sources of estimation uncertainties under the scope of
paragraph 125 of IAS1.
31 July 2023
UK
Ventilation
\u00a3000
OEM
(Torin-Sifan)
\u00a3000
Nordics
\u00a3000
Central Europe
\u00a3000
Australasia
\u00a3000
Carrying value of goodwill 55,899 5,10 1 18,637 6 3 ,10 9 25,673
CGU value in use headroom
1
166,576 12,382 47,383 28,396 27,73 0
As at 31 July 2022 calculated headroom was:
31 July 2022
UK
Ventilation
\u00a3000
OEM
(Torin-Sifan)
\u00a3000
Nordics
\u00a3000
Central Europe
\u00a3000
Australasia
\u00a3000
Carrying value of goodwill 55,899 5,10 1 19,022 3 5,16 5 27,474
CGU value in use headroom
1
152,066 21,821 71,987 61,517 32,446
Note
1. Headroom is calculated by comparing the value in use (VIU) of a group of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets
(tangible and intangible), goodwill and operating working capital (current assets and liabilities).
Impairment review
Under IAS 36 Impairment of Assets, the Group is required to complete a full impairment review of goodwill, which has been
performed using a value in use calculation. A discounted cash flow (DCF) model was used, taking a period of five years, which has
been established using pre-tax discount rates of 13.8% to 16.8% (2022: 12.1% to 15.7%) over that period. In all CGUs it was concluded
that the carrying amount was in excess of the value in use and all CGUs had positive headroom.
When assessing for impairment of goodwill, we have considered the impact of climate change, particularly in the context of the risks
and opportunities identified in the TCFD disclosure in the Annual Report. We have not identified any material short and medium-term
impacts from climate change that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are
more uncertain and we will continue to assess these risks at each reporting period.
Assumptions in the value in use calculation
The calculation of value in use for all CGUs is most sensitive to the following assumptions:
\u2022 specific growth rates have been used for each of the CGUs for the five-year forecast period based on historical growth rates
and market expectations;
\u2022 long-term growth rates of 2% (2022: 2%) for all CGUs have been applied to the period beyond which budgets and forecasts do
not exist, based on historical macroeconomic performance and projections for the geographies in which the CGUs operate; and
\u2022 discount rates reflect the current market assessment of the risks specific to each operation. The pre-tax discount rates used for
each CGU are: UK Ventilation: 14.2% (2022: 13.0%); OEM (Torin-Sifan): 15.4% (2022: 14.0%); Nordics: 13.8% (2022: 12.1%); Central
Europe: 14.4% (2022: 12.2%); and Australasia: 16.8% (2022: 15.7%).
The value in use headroom for each CGU has been set out above. We have tested the sensitivity of our headroom calculations in
relation to the above assumptions and the Group does not consider that changes in these assumptions that could cause the carrying
value of the CGUs to materially exceed their recoverable value are reasonably possible.
14. Intangible assets \u2013 other
Accounting policy
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy
the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair
value at the business combination date.
The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is
determined using the relief-from-royalty method or multi-period excess earnings method.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated
amortisation and accumulated impairment losses.
Research and development
Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset
when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use
or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the
availability of resources to complete the asset; and the ability to reliably measure the expenditure during development.
Subsequent measurement of intangible assets
Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows:
Development costs \u2013 10 years
Software costs \u2013 5\u201310 years
Customer base \u2013 5\u201315 years
Trademarks \u2013 15\u201325 years
Patents/technology \u2013 5\u201325 years
Other \u2013 5 years
The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis.
Judgements and estimates
Impairment of other intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount
of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of
cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s
cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122
of IAS1.
The 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. Impairment losses are immediately
recognised in the statement of comprehensive income.
The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered
major sources of estimation uncertainties under the scope of paragraph 125 of IAS1.
2023
Development
costs
\u00a3000
Software
costs
\u00a3000
Customer
base
\u00a3000
Trademarks
\u00a3000
Patents/
technology
\u00a3000
Other
\u00a3000
Total
\u00a3000
Cost
At 1 August 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437
Additions 2,310 568 171 \u2014 \u2014 \u2014 3,049
On business combinations 2,466 1 1,175 1,626 \u2014 \u2014 5,268
Disposals \u2014 (50) \u2014 \u2014 \u2014 \u2014 (50)
Net foreign currency
exchange differences \u2014 (77) (519) (471) 53 \u2014 (1,014)
At 31 July 2023 12,732 10,277 160,841 55,260 3,417 1,16 3 243,690
Amortisation
At 1 August 2022 2,601 6,282 114,12 0 22,678 2,001 1,16 3 148,845
Charge for the year 702 1,080 5,507 5,037 248 \u2014 12,574
Disposals \u2014 (41) \u2014 \u2014 \u2014 \u2014 (41)
Net foreign currency
exchange differences (37) (163) (698) (583) (70) \u2014 (1,551)
At 31 July 2023 3,266 7,15 8 118,929 27,132 2,179 1,16 3 159,827
Net book value
At 31 July 2023 9,466 3,119 41,912 28,128 1,238 \u2014 83,863
Included in software costs are assets under construction of \u00a354,000 (2022: \u00a348,000), which are not amortised. Included in
development costs are assets under construction of \u00a31,505,000 (2022: \u00a31,501,000), which are not amortised.
2022
Development
costs
\u00a3000
Software
costs
\u00a3000
Customer
base
\u00a3000
Trademarks
\u00a3000
Patents/
technology
\u00a3000
Other
\u00a3000
Total
\u00a3000
Cost
At 1 August 2021 6,783 9,698 147,582 51,447 3,410 1,16 3 220,083
Additions 1,245 238 755 \u2014 \u2014 \u2014 2,238
On business combinations 6 39 12,957 2,933 19 \u2014 15,954
Disposals (25) (122) \u2014 \u2014 \u2014 \u2014 (147)
Net foreign currency
exchange differences (53) (18) (1,280) (275) (65) \u2014 (1,691)
At 31 July 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437
Amortisation
At 1 August 2021 2,039 5,503 106,202 18,127 1,676 1,16 3 134,710
Charge for the year 620 932 9,207 4,868 399 \u2014 16,026
Disposals (8) (122) \u2014 \u2014 \u2014 \u2014 (130)
Net foreign currency
exchange differences (50) (31) (1,289) (317) (74) \u2014 (1,761)
At 31 July 2022 2,601 6,282 114 ,12 0 22,678 2,001 1,16 3 148,845
Net book value
At 31 July 2022 5,355 3,553 45,894 31,427 1,363 \u2014 87,592
The remaining amortisation periods for acquired intangible assets at 31 July 2023 are as follows:
Customer base Trademark
Patent/
technology/
other
Volution Holdings Limited and its subsidiaries 1 year 15 years \u2014
Fresh AB and its subsidiaries \u2014 10 years \u2014
PAX AB and PAX Norge AS \u2014 11 years \u2014
inVENTer GmbH 1 year 12 years 12 years
Ventilair Group International BVBA and its subsidiaries 1 year 3 years \u2014
Energy Technique Limited and its subsidiaries 2 years 14 years \u2014
NVA Services Limited and its subsidiaries 4 years 9 years \u2014
Breathing Buildings Limited 4 years 9 years \u2014
VoltAir System AB 10 years 10 years \u2014
Simx Limited 11 years 21 years \u2014
Oy Pamon Ab 6 years 16 years 6 years
Air Connection ApS 6 years \u2014 \u2014
Nordic Line ApS \u2014 \u2014 \u2014
Ventair Pty Limited 8 years 18 years \u2014
ClimaRad BV 7 years 14 years \u2014
Nordiska Klimatfabriken AB 4 years 9 years \u2014
Energent Oy 4 years 9 years \u2014
ERI 9 years 19 years \u2014
VMI 8 years 10 years 5 years
I-Vent \u2014 20 years \u2014
Individually material intangible assets with definite useful lives:
Carrying
amount
2023
\u00a3000
Remaining
amortisation
period
2023
Years
Customer base
Simx Limited 6,10 2 11 years
ClimaRad BV 10,462 7 years
ERI 10,517 9 years
Trademark
Volution Holdings Limited and its subsidiaries 16,885 15 years
ClimaRad BV 2,671 14 years
ERI 2,663 19 years
15. Business combinations
Accounting policy
Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as
the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business
combination costs incurred are expensed.
When the Group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation
in accordance with the contractual terms, economic circumstances and pertinent conditions at the business combination date.
Contingent consideration resulting from business combinations is accounted for at fair value at the acquisition date as part
of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently
re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of fair
value is based on discounted cash flows. The key estimates and assumptions used in determining the discounted cash flows take
into consideration the probability of meeting each performance target and a discount factor.
The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty
that could have a significant risk of resulting in a material adjustment to the liabilities recorded and hence is not within the scope
of paragraph 125 of IAS 1.
Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable
assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash
generating units (CGUs) that are expected to benefit from the combination, irrespective of whether assets or liabilities of the
business combination are assigned to those units.
Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of
those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that
date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be
recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount
is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the
carrying value of the non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount,
including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or
\u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price.
Business combinations in the year ended 31 July 2023
VMI
On 4 April 2023, Volution Group plc acquired the entire share capital of Ventilairsec (VMI), a company based in Nantes, France. VMI
designs and manufactures a range of residential ventilation systems focused on a low carbon positive input ventilation technology
known as \u201cVMI\u201d. The acquisition provides Volution with direct access to the French market, one of the largest ventilation markets in
Europe. The acquisition of VMI is in line with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and
existing markets and geographies.
Total consideration for the purchase of the entire issued share capital was \u00a37.9 million (\u20ac9.0 million), net of cash acquired, with a
further contingent cash consideration of up to \u20ac5 million. Contingent consideration was assessed based on the current estimate
of the future performance of the business for the year ended 31 December 2023 as \u00a3nil, with a range from \u20ac0\u2013\u20ac5,000,000, based
on EBITDA performance from \u20ac1,600,000 to \u20ac3,000,000 for year ended 31 December 2023. If actual EBITDA for the year ended
31 December 2023 varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a3600,000. The
fair value of contingent consideration is calculated by estimating the future cash flows for the company based on management\u2019s
knowledge of the business and how the current economic environment is likely to impact performance.
Transaction costs relating to professional fees associated with the business combination in the year ended 31 July 2023 were \u00a3532,000
and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of
comprehensive income above operating profit.
The fair value of the net assets acquired is set out below:
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Fair value
\u00a3000
Intangible assets 1,217 2,369 3,586
Property, plant and equipment 224 \u2014 224
Inventory 1,180 \u2014 1,18 0
Trade and other receivables 1,445 \u2014 1,445
Trade and other payables (1,314) 213 (1,10 1)
Debt (894) \u2014 (894)
Deferred tax liabilities \u2014 (592) (592)
Cash and cash equivalents 1,371 \u2014 1,371
Total identifiable net assets 3,229 1,990 5,219
Goodwill on the business combination 4,072
Discharged by:
Cash consideration 9,291
Goodwill of \u00a34,072,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their
nature. These items include the value of expected synergies arising from the business combination and the experience and skill of
the acquired workforce. The fair value of the acquired trade name and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is \u00a31,445,000. The amounts for trade and other receivables not expected to be
collected are \u00a3nil.
VMI generated revenue of \u00a32,057,000 and profit after tax of \u00a371,000 in the period from the business combination to 31 July 2023 that
are included in the consolidated statement of comprehensive income for this reporting period.
If the combination had taken place at 1 August 2022, the Group\u2019s revenue would have been \u00a38,272,000 higher and the profit after
tax from continuing operations would have been \u00a3796,000 higher than reported.
I-Vent
On 22 June 2023, Volution Group plc acquired the entire share capital of I-Vent, a company based in Slovenia and Croatia.
I-Vent designs, manufactures and supplies residential ventilation systems, primarily focused on decentralised heat recovery. The
acquisition of I-Vent is in line with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and existing
markets and geographies
Total consideration for the purchase of the entire issued share capital was \u00a321.7 million (\u20ac25.2 million), net of cash acquired, with a
further contingent cash consideration of up to \u20ac15.0 million. Contingent consideration was assessed based on the current estimate
of the future performance of the business as \u00a3nil, with a range and performance thresholds for each of 3 years of; year 1 range from
\u20ac0 - \u20ac3,000,000, based on EBITDA performance from \u20ac3,600,000 to \u20ac4,080,000 for year ended 31/12/23, year 2 range from \u20ac0
- \u20ac5,000,000, based on EBITDA performance from \u20ac4,080,000 to \u20ac5,280,000 for year ended 31/12/24, and year 3 range from \u20ac0 -
\u20ac7,000,000, based on EBITDA performance from \u20ac5,280,000 to \u20ac7,5000,000 for year ended 31/12/25. If actual EBITDA for each year
varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a33,000,000. The fair value of contingent
consideration is calculated by estimating the future cash flows for the company based on management\u2019s knowledge of the business
and how the current economic environment is likely to impact performance.
Transaction costs relating to professional fees associated with the business combination in the year ended 31 July 2023 were \u00a398,000
and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of
comprehensive income above operating profit.
The fair value of the net assets acquired is set out below:
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Fair value
\u00a3000
Intangible assets 55 1,626 1,681
Property, plant and equipment 290 \u2014 290
Inventory 959 \u2014 959
Trade and other receivables 290 \u2014 290
Trade and other payables (1,011) \u2014 (1,011)
Deferred tax liabilities \u2014 (372) (372)
Cash and cash equivalents 3,099 \u2014 3,099
Total identifiable net assets 3,682 1,254 4,936
Goodwill on the business combination 19,813
Discharged by:
Cash consideration 24,749
Goodwill of \u00a319,813,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their
nature. These items include the value of expected synergies arising from the business combination, the experience and skill of the
acquired workforce, and from the access to this important and growing market that the acquisition allows. The fair value of the
acquired trade name and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is \u00a3290,000. The amounts for trade and other receivables not expected to be
collected are \u00a3nil.
I-Vent generated revenue of \u00a3621,000 and profit after tax of \u00a331,000 in the period from the business combination to 31 July 2023 that
are included in the consolidated statement of comprehensive income for this reporting period.
If the combination had taken place at 1 August 2022, the Group\u2019s revenue would have been \u00a38,143,000 higher and the profit after
tax from continuing operations would have been \u00a32,198,000 higher than reported.
Business combinations in the year ended 31 July 2022
ERI
On 9 September 2021, Volution Group acquired ERI Corporation, a leading manufacturer and supplier of low-carbon, energy efficient
heat exchanger cells, for an initial consideration of \u20ac20.0 million with a further contingent cash consideration of up to \u20ac12.4 million
based on stretching targets for the financial results for the year ending 31 December 2024. The acquisition of ERI Corporation is in line
with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and existing markets and geographies.
ERI designs and manufactures a range of innovative and highly efficient aluminium heat exchanger cells for use primarily in
commercial heat recovery ventilation systems. Products are manufactured in ERI\u2019s modern, high quality production facility in Bitola,
North Macedonia, and are supplied to heat recovery and air handling unit manufacturers predominantly in Europe, including existing
Volution Group companies. The business combination encompasses 100% of the issued share capital of ERI Corporation DOO Bitola
(North Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share
capital of Energy Recovery Industries Corporation Ltd (UK). For the financial year ended 31 December 2020, ERI generated revenue
of \u20ac11.3 million and profit before tax of \u20ac2.0 million.
The fair value of the net assets acquired were as follows:
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Fair value
\u00a3000
Intangible assets 418 15,536 15,954
Property, plant and equipment 3,13 0 747 3,877
Inventory 2,276 \u2014 2,276
Trade and other receivables 3,626 \u2014 3,626
Trade and other payables (2,343) \u2014 (2,343)
Deferred tax liabilities \u2014 (1,589) (1,589)
Bank debt (3,227) \u2014 (3,227)
Cash and cash equivalents 896 \u2014 896
Total identifiable net assets 4,776 14,694 19,470
Non-controlling interest in ERI UK (34)
Goodwill on the business combination 5,13 4
Discharged by:
Cash consideration (including deferred cash consideration) 16,892
Contingent consideration 7,678
Goodwill of \u00a35,134,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature.
These items include the value of expected synergies arising from the business combination and the experience and skill of the
acquired workforce. The fair value of the acquired trademark and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is \u00a33,626,000. All of the trade receivables are expected to be collected in
full. Transaction costs relating to professional fees associated with the business combination in the period ended 31 July 2022
were \u00a3126,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated
statement of comprehensive income above operating profit.
ERI generated revenue of \u00a315,215,000 and profit after tax of \u00a32,642,000 in the period from acquisition to 31 July 2022 that are included in
the consolidated statement of comprehensive income for this reporting period. If the combination had taken place at 1 August 2021, the
Group\u2019s revenue would have been \u00a3309,231,000 and the profit before tax from continuing operations would have been \u00a347,559,000.
Cash outflows arising from business combinations are as follows:
2023
\u00a3000
2022
\u00a3000
VMI
Cash consideration 9,291 \u2014
Less: cash acquired with the business (1,371) \u2014
I-Vent
Cash consideration 24,749 \u2014
Less: cash acquired with the business (3,099) \u2014
ClimaRad
Cash consideration
1
126 \u2014
ERI
Cash consideration \u2014 16,892
Less: cash acquired with the business \u2014 (896)
Ventair
Deferred cash consideration paid \u2014 4,16 3
Air Connection
Deferred cash consideration paid \u2014 476
Total 29,696 20,635
Note:
1. During the year Volution Group plc purchased a small proportion of shares holding of ClimaRad for \u00a3126,000.
Operating cash flows \u2013 cost of business combinations: 2023 \u00a3000 2022 \u00a3000 VMI 532 \u2014 I-Vent 98 \u2014 DVS 207 \u2014 ERI \u2014 126 Other potential or aborted business combinations 195 89 Total 1,032 215 16. Inventories Accounting policy Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is purchase cost on a first in, first out basis. The cost of work in progress and finished goods includes the cost of direct materials and labour and an appropriate portion of fixed and variable overhead expenses based on normal operating capacity but excludes borrowing costs. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell. 2023 \u00a3000 2022 \u00a3000 Raw materials and consumables 27,566 24,247 Work in progress 3,242 3,523 Finished goods and goods for resale 28,172 29,381 58,980 57,151 During 2023, \u00a3970,000 (2022: \u00a3865,000) was recognised as cost of sales for inventories written off in the year. Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled \u00a35,634,000 (2022: \u00a35,473,000). This provision was split amongst the three categories: \u00a33,187,000 (2022: \u00a32,926,000) for raw materials and consumables; \u00a3111,000 (2022: \u00a3146,000) for work in progress; and \u00a32,336,000 (2022: \u00a32,401,000) for finished goods and goods for resale. 17. Trade and other receivables Accounting policy Trade and other receivables are recognised when it is probable that a future economic benefit will flow to the Group. Trade and other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses. Provisions are made where there is evidence of a risk of non-payment taking into account ageing, previous experience and general economic conditions. Allowance for expected credit losses Allowance for expected credit losses is measured at an amount equal to lifetime expected credit losses (ECLs). For trade receivables the Group applies a simplified approach in calculating ECLs. Trade receivables have been grouped based on historical credit risk characteristics and the number of days from date of invoice. The expected loss rates are calculated using the provision matrix approach. Trade receivables are categorised by common risk characteristics that are representative of the customers\u2019 abilities to pay all amounts due in accordance with the contractual terms. The provision matrix is determined based on historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. Rebates receivable The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of sales (collectively referred to as rebates). Rebates are based on an agreed percentage of purchases, which will increase with the level of purchases made. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date. 2023
\u00a3000
2022
\u00a3000
Trade receivables 44,968 53,431
Allowance for expected credit loss (521) (772)
44,447 52,659
Other debtors 4,323 2,069
Prepayments 3,566 2,798
Total 52,336 57,526
Movement in the allowance for expected credit losses is set out below:
2023
\u00a3000
2022
\u00a3000
At the start of the year (772) (553)
Charge for the year (39) (231)
Amounts utilised 292 19
Foreign currency adjustment (2) (7)
At the end of the year (521) (772)
Gross trade receivables are denominated in the following currencies:
2023
\u00a3000
2022
\u00a3000
Sterling 25,361 30,639
US Dollar 723 677
Euro 8,16 5 9,665
Swedish Krona 2,713 3,216
New Zealand Dollar 2,946 3,073
Australian Dollar 3,914 4,262
Other 1,14 6 1,899
Total 44,968 53,431
Net trade receivables are aged as follows:
2023
\u00a3000
2022
\u00a3000
Neither past due nor impaired 40,547 41,297
Past due but not impaired
Overdue 0\u201330 days 2,500 5,273
Overdue 31\u201360 days 598 2,283
Overdue 61\u201390 days 349 932
Overdue more than 90 days 453 2,874
Total 44,447 52,659
The credit quality of trade receivables that are neither past due nor impaired is assessed by reference to external credit ratings
where available; otherwise, historical information relating to counterparty default rates is used. The Group continually assesses
the recoverability of trade receivables and the level of provisioning required.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
18. Other financial assets
2023
Current
\u00a3000
2022
Current
\u00a3000
Financial assets
Foreign exchange forward contracts \u2014 1,091
Total \u2014 1,091
19. Cash and cash equivalents
Accounting policy
Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three
months or less.
2023
\u00a3000
2022
\u00a3000
Cash and short-term deposits 21,244 13,543
Cash and cash equivalents are denominated in the following currencies:
2023
\u00a3000
2022
\u00a3000
Sterling 6,276 3,004
Euro 9,828 4,654
US Dollar 200 519
Swedish Krona 34 1,082
New Zealand Dollar 2,240 1,987
Australian Dollar 1,339 1,370
Other 1,327 927
Total 21,244 13,543
20. Trade and other payables
2023
\u00a3000
2022
\u00a3000
Trade payables 23,059 27,715
Social security and staff welfare costs 1,929 1,737
Accrued expenses 22,120 19,385
Total 47,108 48,837
Trade payables are non-interest bearing and are normally settled on 60-day terms.
21. Leases
Group as a lessee
Accounting policy
The Group leases a range of assets including property, plant and equipment and vehicles. Leases of property generally have
lease terms of up to 20 years, plant and machinery between three and six years and motor vehicles and other equipment
between two and five years.
Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain re-measurements of the lease liability. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, restoration costs and lease payments made at or before the commencement
date less any lease incentives received. The right-of-use assets are depreciated on a straight line basis over the shorter of their
estimated useful life and the lease term.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any
lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the
option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments
(e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change
in the assessment of an option to purchase the underlying asset. The Group\u2019s lease liabilities are included in interest-bearing
loans and borrowings.
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those
leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low
value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight line basis
over the lease term.
Set out below are the carrying amounts of right-of-use assets recognised and movements during the year:
Right-of-use assets
2023
Land and
buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment
and vehicles
\u00a3000
Total
\u00a3000
Cost
At 1 August 2022 29,069 327 3,289 32,685
Additions 2,003 38 1,376 3,417
Remeasurement 4,223 \u2014 \u2014 4,223
Disposals \u2014 \u2014 (65) (65)
Expiration of leases (156) (93) (110) (359)
Net foreign currency exchange differences 1,602 (206) 193 1,589
At 31 July 2023 36,741 66 4,683 41,490
Depreciation
At 1 August 2022 7,320 271 1,527 9,118
Charge for the period 3,286 33 576 3,895
Disposals \u2014 \u2014 (15) (15)
Expiration of leases (156) (93) (110) (359)
Net foreign currency exchange differences (713) (180) (158) (1,051)
At 31 July 2023 9,737 31 1,820 11,588
Net book value
At 31 July 2023 27,004 35 2,863 29,902
Right-of-use assets
2022
Land and
buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment
and vehicles
\u00a3000
Total
\u00a3000
Cost
At 1 August 2021 28,073 203 2,819 31,095
Additions 2,657 30 639 3,326
Disposals \u2014 (19) (149) (168)
Expiration of leases (1,634) (78) (184) (1,896)
Net foreign currency exchange differences (27) 191 164 328
At 31 July 2022 29,069 327 3,289 32,685
Depreciation
At 1 August 2021 5,298 139 1,181 6,618
Charge for the period 2,967 99 546 3,612
Disposals \u2014 (15) (51) (66)
Expiration of leases (1,634) (78) (184) (1,896)
Net foreign currency exchange differences 689 126 35 850
At 31 July 2022 7,3 2 0 271 1,527 9,118
Net book value
At 31 July 2022 21,749 56 1,762 23,567
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements
during the year:
Lease liabilities
2023
Land and
buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment and
vehicles
\u00a3000
Total
\u00a3000
At 1 August 2022 23,775 36 1,15 6 24,967
Additions and remeasurement 6,226 38 1,376 7,640
Early termination \u2014 \u2014 (65) (65)
Interest expense 599 3 33 635
Lease payments (3,778) (41) (663) (4,482)
Foreign exchange movements 2,352 (3) 164 2,513
At 31 July 2023 29,174 33 2,001 31,208
Analysis
Current 3,599 14 141 3,754
Non-current 25,575 19 1,860 27,454
At 31 July 2023 29,174 33 2,001 31,208
Lease liabilities
2022
Land and
buildings
\u00a3000
Plant and
machinery
\u00a3000
Fixtures,
fittings, tools,
equipment and
vehicles
\u00a3000
Total
\u00a3000
At 1 August 2021 24,281 75 1,073 25,429
Additions to lease liabilities 2,657 30 639 3,326
Early termination \u2014 (19) (149) (168)
Interest expense 470 6 44 520
Lease payments (3,362) (61) (300) (3,722)
Foreign exchange movements (271) 5 (151) (418)
At 31 July 2022 23,775 36 1,15 6 24,967
Analysis
Current 3,116 28 455 3,599
Non-current 20,659 8 701 21,368
At 31 July 2022 23,775 36 1,15 6 24,967
The following are amounts recognised in the statement of comprehensive income:
2023
\u00a3000
2022
\u00a3000
Depreciation expense of right-of-use assets (cost of sales) 2,507 2,081
Depreciation expense of right-of-use assets (administrative expenses) 1,388 1,531
Interest expense 635 520
22. Other financial liabilities
2023
Foreign
exchange
forward
contracts
\u00a3000
ClimaRad BV
\u00a3000
ERI
\u00a3000
Total
\u00a3000
Contingent consideration
At 1 August 2022 \u2014 7,052 7,080 14,132
Re-measurement of financial liability \u2014 (54) \u2014 (54)
Re-measurement of future consideration \u2014 1,879 640 2,519
Foreign exchange 330 \u2014 \u2014 330
At 31 July 2023 330 8,877 7,720 16,927
Analysis
Current 330 \u2014 \u2014 330
Non-current \u2014 8,877 7,720 16,597
Total 330 8,877 7,720 16,927
2022
Air Connection
ApS
\u00a3000
Ventair Pty
Limited
\u00a3000
ClimaRad BV
\u00a3000
Nordiska
Klimatfabriken
AB
\u00a3000
Energent Ab
\u00a3000
ERI
\u00a3000
Total
\u00a3000
Contingent consideration
At 1 August 2021 483 4,070 5,514 251 256 \u2014 10,574
Re-measurement of contractual
liability to purchase remaining
non-controlling interest \u2014 \u2014 1,538 \u2014 \u2014 \u2014 1,538
Further consideration recognised \u2014 \u2014 \u2014 \u2014 \u2014 7,080 7,080
Consideration paid (476) (4 ,16 3) \u2014 (240) (256) \u2014 (5,13 5)
Foreign exchange (7) 93 \u2014 (11) \u2014 \u2014 75
At 31 July 2022 \u2014 \u2014 7,0 52 \u2014 \u2014 7,080 14,13 2
Analysis
Current \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 \u2014
Non-current \u2014 \u2014 7,0 52 \u2014 \u2014 7,080 14,13 2
Total \u2014 \u2014 7,052 \u2014 \u2014 7,080 14,13 2
The fair value of contingent consideration is calculated by estimating the future cash flows for the acquired company These estimates
are based on management\u2019s knowledge of the business and how the current economic environment is likely to impact performance.
The relevant future cash flows are dependent on the specific terms of the sale and purchase agreement. For Non-current liabilities
due more than one year from the balance sheet date, the assessed contingent liability is discounted using the discount rates for the
relevant CGU (note 13).
Non-current
On 17 December 2020, Volution Group plc acquired 75% of the issued share capital of ClimaRad Holding B.V. and subsidiaries
(ClimaRad), a company based in the Netherlands. Total consideration for the purchase of 75% of the issued share capital was
\u20ac41,100,000 (\u00a337,100,000) with a commitment to purchase the remaining 25% on or before 28 February 2025. The future
consideration for the purchase of the remaining 25% is set at 25% of 13 times the EBITDA of ClimaRad for the financial year ended
31 December 2024, plus the non-controlling interest share of profits earned in the periods up to and including 31 December
2024, and is subject to a cap of \u20ac100 million. The expected value of the future consideration is partially in the form of a vendor
loan of \u20ac12,000,000 (\u00a310,686,000) payable to certain individuals including the co-founder and management team of ClimaRad
on completion of the purchase of the remaining 25% on or before 28 February 2025, and an additional element of contingent
consideration. The contingent consideration was assessed based on the current estimate of the future performance of the business
as \u00a38,877,000, discounted to present value (2022: \u00a37,052,0000). If actual EBITDA for the year ended 31 December 2024 varies by 10%
from the estimate, the contingent consideration would vary by approximately \u00a31,800,000.
On 9 September 2021, Volution Group plc acquired 100% of the issued share capital of ERI Corporation DOO Bitola (North
Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share capital
of Energy Recovery Industries Corporation Ltd (UK). The contingent consideration was assessed based on the current estimate of
the future performance of the business as \u00a37,720,000 (2022: \u00a37,080,000), with a range from \u20ac0 - \u20ac12,400,000, based on EBITDA
performance from \u20ac4,500,000 to \u20ac8,500,000 for year ended 31 December 2024. If actual EBITDA for the year ended 31 December
2024 varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a31,500,000.
The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Group\u2019s
consolidated statement of comprehensive income. Refer to note 28 for the fair value hierarchy the Group uses to determine the fair
value of financial instruments.
23. Interest-bearing loans and borrowings
Accounting policy
Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs.
Borrowings and other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability or, where appropriate, a shorter period.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
2023 2022
Current
\u00a3000
Non-current
\u00a3000
Current
\u00a3000
Non-current
\u00a3000
Unsecured \u2013 at amortised cost
Borrowings under the revolving credit facility (maturing 2025) \u2014 79,369 \u2014 74,351
Cost of arranging bank loan \u2014 (692) \u2014 (843)
\u2014 78,677 \u2014 73,508
Lease liabilities (note 21) 3,754 27,454 3,599 21,368
Other loans \u2014 802 \u2014 \u2014
ClimaRad vendor loan \u2014 9,771 \u2014 9,557
Total 3,754 116,704 3,599 104,433
In December 2022, the Group took the option to extend its multicurrency \u201cSustainability Linked Revolving Credit Facility\u201d, together
with an accordion of up to \u00a330 million, by a period of twelve months; the maturity date is now December 2025.
Revolving credit facility \u2013 at 31 July 2023
Currency
Amount
outstanding
\u00a3000
Termination
date
Repayment
frequency Rate %
GBP \u2014 2 December 2025 One payment SONIA + margin%
Euro 79,369 2 December 2025 One payment EURIBOR + margin%
Swedish Krona \u2014 2 December 2025 One payment STIBOR + margin%
Total 79,369
Revolving credit facility \u2013 at 31 July 2022
Currency
Amount
outstanding
\u00a3000
Termination
date
Repayment
frequency Rate %
GBP \u2014 2 December 2024 One payment SONIA + margin%
Euro 71,932 2 December 2024 One payment EURIBOR + margin%
Swedish Krona 2,419 2 December 2024 One payment STIBOR + margin%
Total 74,351
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the
most recently completed reporting period. For the year ended 31 July 2023, Group leverage was below 1.0:1 and therefore the margin
will remain at 1.25%.
At 31 July 2023, the Group had \u00a370,631,000 (2022: \u00a375,649,000) of its multicurrency revolving credit facility unutilised, plus an
unutilised accordion of up to \u00a330,000,000.
Changes in liabilities arising from financing activities
1 August
2022
\u00a3000
Cash flows
\u00a3000
Foreign
exchange
movement
\u00a3000
New leases
\u00a3000
Changes due
to business
combination
\u00a3000
Interest/
other
\u00a3000
31 July
2023
\u00a3000
Non-current interest-bearing
loans and borrowings (excluding
lease liabilities) 74,351 3,710 1,308 \u2014 \u2014 \u2014 79,369
Debt related to the business
combination of VMI (see note 15) \u2014 (92) \u2014 \u2014 894 \u2014 802
Lease liabilities 24,967 (4,482) 2,513 7,6 4 0 \u2014 570 31,208
ClimaRad vendor loan 9,557 \u2014 214 \u2014 \u2014 \u2014 9,771
Total liabilities from
financing activities 108,875 (864) 4,035 7,6 4 0 894 570 121,150
1 August
2021
\u00a3000
Cash flows
\u00a3000
Foreign
exchange
movement
\u00a3000
New leases
\u00a3000
Changes due
to business
combination
\u00a3000
Interest/
other
\u00a3000
31 July
2022
\u00a3000
Non-current interest-bearing
loans and borrowings (excluding
lease liabilities) 73,293 2,802 (1,744) \u2014 \u2014 \u2014 74,351
Debt related to the business
combination of ERI (see note 15) \u2014 (3,227) \u2014 \u2014 3,227 \u2014 \u2014
Lease liabilities 25,429 (3,202) (418) 3,326 \u2014 (168) 24,967
ClimaRad vendor loan 10,551 (504) (490) \u2014 \u2014 \u2014 9,557
Total liabilities from
financing activities 109,273 (4,13 1) (2,652) 3,326 3,227 (168) 108,875
24. Provisions
Accounting policy
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions for the expected costs of maintenance guarantees are charged against profits when products have been invoiced.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation taking
into account the risks and uncertainties surrounding the obligation. The timings of cash outflows are by their nature uncertain
and are therefore best estimates. Provisions are not discounted as the time value of money is not considered material.
Provisions for warranties and property dilapidations
Provisions for warranties are made with reference to recent trading history and historical warranty claim information, and the
view of management as to whether warranty claims are expected.
Warranty provisions are determined with consideration given to recent customer trading and management experience.
Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing of cash flows associated
with the dilapidation provision is dependent on the timing of the lease agreement termination.
2023
Product
warranties
\u00a3000
Property
dilapidations
\u00a3000
Total
\u00a3000
At 1 August 2022 1,540 463 2,003
Arising during the year 1,873 15 1,888
Utilised (1,811) \u2014 (1,811)
Foreign currency adjustment 23 (11) 12
At 31 July 2023 1,625 467 2,092
Analysis
Current 1,381 410 1,791
Non-current 244 57 301
Total 1,625 467 2,092
2022
Product
warranties
\u00a3000
Property
dilapidations
\u00a3000
Total
\u00a3000
At 1 August 2021 1,787 458 2,245
Arising during the year 921 9 930
Utilised (1,142) \u2014 (1,142)
Foreign currency adjustment (26) (4) (30)
At 31 July 2022 1,540 463 2,003
Analysis
Current 1,279 405 1,684
Non-current 261 58 319
Total 1,540 463 2,003
Product warranties
A provision is recognised for warranty costs expected to be incurred in the following twelve months on products sold during the year
and in prior years. Product warranties are typically one to two years; however, based on management\u2019s knowledge of the products,
claims in relation to warranties after more than twelve months are rare and highly immaterial.
Property dilapidations
A provision has been recognised for dilapidations relating to obligations under leases for leasehold buildings and will be payable
at the end of the lease term.
25. Authorised and issued share capital and reserves
Accounting policy
Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during
the period are satisfied with treasury shares.
Number of
ordinary shares
Ordinary
shares
\u00a3000
Share
premium
\u00a3000
At 31 July 2022 and 31 July 2023 200,000,000 2,000 11,527
The 200,000.000 authorised ordinary shares of \u00a30.01p each.
At 31 July 2023, a total of 2,471,100 (2022: 2,183,665) ordinary shares in the Company were held by the Volution EBT, all of which were
unallocated and available for transfer to participants of the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan
on exercise. During the year, 550,000 ordinary shares in the Company were purchased by the trustees (2022: 463,000) and 262,565
(2022: 402,407) were released by the trustees at \u00a3973,960 (2022: \u00a31,114,667). The market value of the shares at 31 July 2023 was
\u00a39,923,938 (2022: \u00a39,094,965).
The Volution EBT has agreed to waive its rights to dividends.
26. Deferred tax Accounting policy Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: \u2022 where the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and \u2022 in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised only to the extent that the Directors consider it is probable that there will be taxable profits from which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred taxes relate to the same taxation authority and that authority permits the Group to make a single net payment. Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. However, the Group does not consider this to be an accounting judgement, apart from those involving estimations, that has a significant effect on the amount recognised in the financial statements under the scope of paragraph 122 of IAS1, nor the estimates and assumptions to be major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year under the scope of paragraph 125 of IAS 1. At 31 July 2023, the Group had not recognised a deferred tax asset in respect of gross tax losses of \u00a35,195,000 (2022: \u00a35,195,000) relating to management expenses, capital losses of \u00a33,975,000 (2022: \u00a33,975,000) arising in UK subsidiaries and gross tax losses of \u00a3nil (2022: \u00a3nil) arising in overseas entities as there is insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely. At 31 July 2023, the Group had no deferred tax liability (2022: \u00a3nil) to recognise for taxes that would be payable on the remittance of certain of the Group\u2019s overseas subsidiaries\u2019 unremitted earnings. Deferred tax liabilities have not been recognised as the Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise on distribution. 2023 1 August 2022 \u00a3000 (Charged)/ credited to income \u00a3000 Credited to equity \u00a3000 Translation difference \u00a3000 On business combinations \u00a3000 31 July 2023 \u00a3000 Temporary differences Depreciation in advance of capital allowances (1,714) (1,18 0) \u2014 (2) \u2014 (2,896) Fair value movements of derivative financial instruments (182) 305 \u2014 \u2014 \u2014 123 Development costs, customer base, trademark and patents (16,464) 2,142 \u2014 139 (964) (15 ,147 ) Unutilised tax losses 63 (62) \u2014 \u2014 \u2014 1 Other temporary differences 1,12 5 208 \u2014 (58) \u2014 1,275 Share based payments 2,950 93 264 \u2014 \u2014 3,307 Deferred tax liability (14,222) 1,506 264 79 (964) (13,337) 2022
1 August
2021
\u00a3000
(Charged)/
credited
to income
\u00a3000
Credited
to equity
\u00a3000
Translation
difference
\u00a3000
On
business
combinations
\u00a3000
31 July
2022
\u00a3000
Temporary differences
Depreciation in advance of capital allowances (1,721) 11 \u2014 (4) \u2014 (1,714)
Fair value movements of derivative
financial instruments 11 (193) \u2014 \u2014 \u2014 (182)
Customer base, trademark and patent (17,274) 2,409 \u2014 (10) (1,589) (16,464)
Unutilised tax losses 407 (344) \u2014 \u2014 \u2014 63
Other temporary differences 1,246 (176) \u2014 55 \u2014 1,12 5
Share based payments 2,455 50 445 \u2014 \u2014 2,950
Deferred tax liability (14,876) 1,757 445 41 (1,589) (14,222)
27. Dividends paid and proposed
Accounting policy
Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when
the dividend is approved by the Directors in the general meeting and, in relation to interim dividends, when paid.
2023
\u00a3000
2022
\u00a3000
Cash dividends on ordinary shares declared and paid
Interim dividend for 2023: 2.50 pence per share (2022: 2.30 pence) 4,942 4,553
Proposed dividends on ordinary shares
Final dividend for 2023: 5.50 pence per share (2022: 5.00 pence) 10,863 9,891
An interim dividend payment of \u00a34,942,000 is included in the consolidated statement of cash flows (2022: \u00a34,553,000).
A final dividend payment of \u00a39,891,000 is included in the consolidated statement of cash flows relating to 2022 (2022: \u00a38,719,000).
The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised
as a liability at 31 July 2023.
There are no income tax consequences attached to the payment of dividends in either 2023 or 2022 by the Group to its shareholders.
28. Risk management
Accounting policy
Derivative financial instruments
The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used
are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured
to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive
income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value
is negative.
The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the
relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship
is less than twelve months.
No derivative contracts have been designated as hedges for accounting purposes.
Hedge of net investments
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net
investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge
are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of
the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss.
The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in
foreign operations.
As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk
and liquidity risk. The Group\u2019s principal financial instruments are:
\u2022 interest-bearing loans and borrowings;
\u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and
\u2022 foreign exchange forward contracts.
This note provides further detail on financial risk management and includes quantitative information on the specific risks
the Group is exposed to.
Derivative financial instruments
The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk.
Forward foreign currency contracts
The Group\u2019s purchases in foreign currencies, net of Group sales in those currencies, represent approximately 10% (2022: less than
20%) of total material and component purchases. This has increased due to the diversification of the Group to more overseas regions.
Each quarter the Group enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in
US Dollars for the following rolling 12\u201315 months. Hedge accounting is not applied for these derivatives.
The Group\u2019s criteria for entering into a forward foreign currency contract would require that the instrument must:
\u2022 be related to anticipated foreign currency commitment;
\u2022 involve the same currency as the foreign currency commitment; and
\u2022 reduce the risk of foreign currency exchange movements on the Group\u2019s operations.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks, such as equity price risk
and commodity risk.
The Group\u2019s exposure is primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group
enters into derivative financial instruments to manage its exposure to these risks when appropriate.
At 31 July 2023, the Group had commitments under forward foreign exchange contracts with varying settlement dates to 5 July 2024
(2022: 5 May 2023). See note 22 for fair values.
Sensitivity analysis
The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might affect the value
of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for
the period. Therefore the Group has assessed:
\u2022 what would be reasonably possible changes in the risk variables at the end of the reporting period; and
\u2022 the effects on profit or loss and equity if such changes in the risk variables were to occur.
Interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group\u2019s floating rate loans
and borrowings which at the relevant reporting dates are not hedged. With all other variables being constant the Group\u2019s profit before
tax is affected through the impact on floating rate borrowings as follows. There is only an immaterial impact on the Group\u2019s equity.
Increase in
basis points
Effect on
profit
before tax
\u00a3000
31 July 2023
Sterling +25 \u2014
Swedish Krona +25 \u2014
Euro +25 (198)
31 July 2022
Sterling +25 \u2014
Swedish Krona +25 (6)
Euro +25 (180)
The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently observable market environment.
The Group\u2019s cash balances are held in bank current accounts and earn immaterial levels of interest. Management has concluded
that any changes in the LIBOR and SEK LIBOR rates will have an immaterial impact on interest income earned on the Group\u2019s cash
balances. No interest rate sensitivity has been included in relation to the Group\u2019s cash balances.
Foreign currency risk
The Group\u2019s exposure to foreign exchange risk primarily arises when revenue and expenses are denominated in a different currency
from the Group\u2019s presentational currency and translated into GBP for consolidation into the Group\u2019s results. Foreign exchange risk
also arises when the individual entities enter into transactions that are not denominated in their functional currency.
The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK, GBP/DKK, GBP/NZD and GBP/
AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact on profit before tax and equity if those changes
were to occur. Only the impact of changes in the SEK, USD, EUR, DKK, NZD and AUD denominated balances has been considered
as these are the most significant non-GBP denominations used by the Group.
Change in
GBP vs USD/
SEK/EUR/DKK/
NZD/AUD rate
Effect on profit before tax
2023
\u00a3000
2022
\u00a3000
Swedish Krona 5% 488 499
US Dollar 5% (245) (92)
Euro 5% 900 2,024
Danish Krone 5% 23 33
New Zealand Dollar 5% 304 320
Australian Dollar 5% 242 210
Change in
GBP vs SEK/EUR/
DKK/NZD/AUD rate
Effect on equity
2023
\u00a3000
2022
\u00a3000
Swedish Krona 5% (703) (454)
Euro 5% 481 373
Danish Krone 5% 47 45
New Zealand Dollar 5% (202) (55)
Australian Dollar 5% (9) 83
Hedge of net investments in foreign operations
The Euro denominated loans at 31 July 2023 have been designated as a hedge of the net investments in the subsidiaries in Europe
and the Nordics. The borrowing is being used to hedge the Group\u2019s exposure to the Euro and Swedish Krona foreign exchange risk
on these investments. Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on
translation of the net investments in the subsidiaries.
There is an economic relationship between the hedged items and the hedging instrument as the net investments create a translation
risk that will match the foreign exchange risk on the borrowing. The underlying risk of the hedging instrument is identical to the
hedged risk component. The hedging gain recognised in OCI before tax is equal to the change in fair value used for measuring
effectiveness. There is no ineffectiveness recognised in profit or loss.
Liquidity risk
Liquidity risk for the Group arises from the management of working capital commitments and meeting its financial obligations as
they fall due. The Group\u2019s policy is to regularly review cash flow forecasts/projections as well as information regarding cash balances
to ensure that it has significant cash to allow it to meet its liabilities when they become due. The Group reviews its long-term funding
requirements in parallel with its long-term strategy, with an objective of aligning both in a timely manner. At the reporting date,
forecasts indicate that the Group is expected to have sufficient liquidity to meet its financial obligations for at least the next three years.
The tables below summarise the maturity profile of the Group\u2019s significant undiscounted financial liabilities at 31 July 2023.
At 31 July 2023
Less than
one year
\u00a3000
Between one
and five years
\u00a3000
More than
five years
\u00a3000
Total
\u00a3000
Financial liabilities
Interest-bearing loans and borrowings
(excluding interest and lease liabilities) \u2014 79,369 \u2014 79,369
Lease liabilities 4,602 13,382 13,900 31,884
ClimaRad vendor loan \u2014 9,771 \u2014 9,771
Forward foreign currency exchange outflow 15,380 \u2014 \u2014 15,380
Forward foreign currency exchange inflow (15,050) \u2014 \u2014 (15,050)
Contingent consideration \u2013 ClimaRad BV \u2014 12,800 \u2014 12,800
Contingent consideration \u2013 ERI 1,900 6,900 \u2014 8,800
Trade payables and other accrued expenses 4 5,179 \u2014 \u2014 4 5,179
52,011 122,222 13,900 18 8 ,13 3
The tables below summarise the maturity profile of the Group\u2019s significant discounted financial liabilities at 31 July 2022.
At 31 July 2022
Less than
one year
\u00a3000
Between one
and five years
\u00a3000
More than
five years
\u00a3000
Total
\u00a3000
Financial liabilities
Interest-bearing loans and borrowings
(excluding interest and lease liabilities) \u2014 74,351 \u2014 74,351
Lease liabilities 3,599 21,368 \u2014 24,967
ClimaRad vendor loan \u2014 9,557 \u2014 9,557
Forward foreign currency exchange outflow 17,65 4 \u2014 \u2014 17,65 4
Forward foreign currency exchange inflow (18,729) \u2014 \u2014 (18,729)
Contingent consideration \u2013 ClimaRad BV \u2014 7,052 \u2014 7,052
Contingent consideration \u2013 ERI \u2014 7,080 \u2014 7,080
Trade payables and other accrued expenses 47,10 0 \u2014 \u2014 47,10 0
49,624 119,408 \u2014 169,032
Fair values of financial assets and financial liabilities
There are no material differences between the book values and fair values for any of the Group\u2019s financial instruments carried
at amortised cost. Derivative financial instruments have all been valued using other techniques, for which all inputs that have
a significant effect on the recorded fair value are observable, either directly or indirectly.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations under a
financial instrument or customer contract, leading to a financial loss. The Group is mainly exposed to credit risk from its operating
activities (primarily for trade receivables \u2013 credit sales) and from cash and cash equivalents and deposits with banks and financial
institutions and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating
to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and
individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are
regularly monitored and any shipments to major customers are generally covered by credit insurance obtained from reputable banks
and other financial institutions.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision
rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region,
product type, customer type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted outcome,
the time value of money and reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one
year and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial asset disclosed in note 17. The Group does not hold collateral as security. The credit insurance is considered
an integral part of trade receivables and considered in the calculation of impairment.
Set out below is the information about the credit risk exposure on the Group\u2019s trade receivables and contract assets using a provision matrix:
Trade receivables
31 July 2023
Current
\u00a3000
<30 days
\u00a3000
30\u201360 days
\u00a3000
61\u201390 days
\u00a3000
>91 days
\u00a3000
Total
\u00a3000
Expected credit loss rate <0.1% <0.1% 1.5% 5.1% 50.4%
Estimated total gross carrying amount at default 40,577 2,502 607 368 914 44,968
Expected credit loss 30 2 9 19 461 521
Trade receivables
31 July 2022
Current
\u00a3000
<30 days
\u00a3000
30\u201360 days
\u00a3000
61\u201390 days
\u00a3000
>91 days
\u00a3000
Total
\u00a3000
Expected credit loss rate < 0 .1% < 0.1% <0.5% 1.5% 20.6%
Estimated total gross carrying amount at default 3 9,195 5,273 2,289 946 3,618 51,321
Expected credit loss 8 \u2014 6 14 744 772
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed in accordance with the Group\u2019s policy. The Group deposits
cash with reputable financial institutions, from which management believes the possibilities of loss to be remote. The Group\u2019s maximum
exposure to credit risk for the components of the statement of financial position at 31 July 2023 and 2022 is the carrying amount. The
Group\u2019s maximum exposure to derivative financial instruments is noted in either note 22 or in the liquidity table on the previous page.
Capital risk management
The primary objective of the Group\u2019s capital management policy is to ensure that it has the capital required to operate and grow the
business at a reasonable cost of capital without incurring undue financial risks. The Board periodically reviews its capital structure to
ensure it meets changing business needs. The Group defines its capital as its share capital (excluding treasury shares), share premium
account, foreign currency translation reserves and retained earnings. In addition, the Directors consider the management of debt
to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term
structural and subordinated debt to fund investments and acquisitions and has arranged debt facilities to allow for fluctuations in
working capital requirements. There have been no changes to the capital management policy in the current period. Management
manages capital on an ongoing basis to ensure that covenant requirements on third party debt are met.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
\u2022 Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities;
\u2022 Level 2 \u2013 other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly
or indirectly; and
\u2022 Level 3 \u2013 techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable
market data.
Financial instruments carried at fair value comprise the derivative financial instruments in note 22 and the contingent consideration
in notes 15 and 22. For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers are involved
in the valuation of these contracts. Their fair value is measured using valuation techniques including the DCF model. Inputs to
this calculation include the expected cash flows in relation to these derivative contracts and relevant discount rates. Contingent
consideration is deemed to be Level 3; see note 22 for details on the valuation techniques used to measure the fair value.
29. Related party transactions Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below. No related party loan note balances exist at 31 July 2023 or 31 July 2022. There were no material transactions or balances between the Company and its key management personnel or members of their close family other than the compensation shown below. At the end of the period, key management personnel did not owe the Company any amounts. The Companies Act 2006 and the Directors\u2019 Remuneration Report Regulations 2013 require certain disclosures of Directors\u2019 remuneration. The details of the Directors\u2019 total remuneration are provided in the Directors\u2019 Remuneration Report (see pages 140 to 161). Compensation of key management personnel 2023 \u00a3000 2022 \u00a3000 Short-term employee benefits 3,886 3,517 Share-based payment charge (see note 32) 1,003 1,049 Total 4,889 4,566 Key management personnel is defined as the CEO, the CFO and the fourteen (2022: thirteen) individuals who report directly to the CEO. 30. Group structure details At 31 July 2023, Volution Group plc held 100% of the voting shares of the following subsidiaries: Group company Principal activity Country of incorporation Windmill Topco Limited 1 Intermediate holding company England Volution Holdings Limited 1 Intermediate holding company England Energy Technique Limited 1 Intermediate holding company England Indirect Windmill Midco Limited 1 Intermediate holding company England Windmill Cleanco Limited 1 Intermediate holding company England Windmill Bidco Limited 1 Intermediate holding company England Manrose Manufacturing Limited 1 Non-trading England Volution Ventilation Group Limited 1 Intermediate holding company England Torin-Sifan Limited 1 Original equipment manufacturer England Anda Products Limited 1 Non-trading England Axia Fans Limited 1 Non-trading England Roof Units Limited 1 Non-trading England Torin Limited 1 Non-trading England Vent-Axia Limited 1 Non-trading England Vent-Axia Clean Air Systems Limited 1 Non-trading England Vent-Axia Group Limited 1 HR services to Group England ET Environmental Limited 1 Non-trading England Diffusion Environmental Systems Limited 1 Non-trading England NVA Services Limited 1 Non-trading England SW National Ventilation Limited 1 Non-trading England Airtech Humidity Controls Limited 1 Non-trading England Sens-Air Limited 1 Non-trading England Breathing Buildings Limited 1 Non-trading England Volution Ventilation UK Limited 1 Ventilation products England Volution Holdings Sweden AB 2 Intermediate holding company Sweden Fresh AB 2 Ventilation products Sweden Welair AB 3 Ventilation products Sweden VoltAir System AB 4 Ventilation products Sweden PAX AB 5 Ventilation products Sweden Volution Norge AS (formerly Fresh Norge AS) 6 Ventilation products Norway Group company Principal activity
Country of
incorporation
Fresh Shanghai Limited
7
Ventilation products China
inVENTer GmbH
8
Ventilation products Germany
Volution Management Holdings GmbH
8
Intermediate holding company Germany
Volution Deutschland Real Estate GmbH
8
Property holding company Germany
Br\u00fcggemann Energiekonzepte GmbH
9
Ventilation products Germany
Ventilair Group International BVBA
10
Intermediate holding company Belgium
Ventilair Group Belgium BVBA
10
Ventilation products Belgium
Ventilair Group Netherlands B.V.
11
Ventilation products Netherlands
Ventilair France SARL
12
Ventilation products France
Volution Ventilation New Zealand Limited (formerly known
as Chinook Limited)
13
Intermediate holding company New Zealand
Simx Limited
13
Ventilation products New Zealand
Vent-Axia B.V. (formerly known as AirFan B.V.) Ventilation products Netherlands
Oy Pamon Ab
14
Ventilation products Finland
Air Connection ApS
15
Ventilation products Denmark
Volution Ventilation Australia Pty Limited (formerly known
as Woomera Pty Limited)
16
Intermediate holding company Australia
Ventair Pty Limited
16
Ventilation products Australia
ERI Corporation DOO Bitola
17
Ventilation products North Macedonia
ERI Corporation SRL
18
Ventilation products Italy
Energy Recovery Industries Trading SLU
19
Ventilation products Spain
Energy Recovery Industries Corporation Limited
20
Ventilation products UK
Ventilairsec
21
Ventilation products France
Neosfair
21
Ventilation products France
I-VENT doo
22
Ventilation products Slovenia
Lunos Hrvatska d.o.o
23
Ventilation products Croatia
Registered offices
1. Fleming Way, Crawley, West Sussex RH10 9YX.
2. Gransholmsv\u00e4gen 136, 35599 Gemla, Sweden.
3. Strandv\u00e4gen 65, 87052 Nyland, Sweden.
4. Box 7033, 12107 Stockholm-Globen, Sweden.
5. Kattk\u00e4rrsv\u00e4gen 4, 64831 H\u00e4lleforsn\u00e4s, Sweden.
6. Professor Birkelands vei 24B, 1081 Oslo, Norway.
7. No. 272\u20133 Julu Road, Shanghai, China.
8. Ortsstra\u00dfe 4a 07751 L\u00f6bersch\u00fctz, Germany.
9. Uhlenhorst 149A, 21435 Stelle, Germany.
10. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium.
11. Kerver 16, 5521 DB Eersel, the Netherlands.
12. Boulevard de la Libert\u00e9 130, FR-59000 Lille, France.
13. 1 Haliday Place, East Tamaki, Auckland, 2013,
New Zealand.
14. Keskikankaantie 17, 15680 Hollola, Finland.
15. Rude Havvej 17B, DK-8300 Odder, Denmark.
16. 4 Capital Pl, Carrum Downs VIC 3201, Australia.
17. BURSA 124 7000, Bitola, North Macedonia.
18. Via Modigliani 90 81031 Aversa, Italy.
19. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma
De Mallorca Illes Balears, Spain.
20. 15 Ashfield, Consett, United Kingdom, DH8 0RF.
21. 16 Rue des Imprimeurs, 44220 Cou\u00ebron, France
22. Robbova ulica 2, 1000 Ljubljana, Slovenia
23. Zagreb (Grad Zagreb), Samoborska cesta 153A,
Croatia
At 31 July 2023, Volution Group plc held 75% of the voting shares of the following subsidiaries:
Group company Principal activity
Country of
incorporation
Volution Ventilation Holdings B.V.
1
Intermediate holding company Netherlands
ClimaRad Holding B.V.
1
Intermediate holding company Netherlands
ClimaRad BV
1
Ventilation products Netherlands
ClimaRad d.o.o
2
Ventilation products Bosnia
1. L\u00fcbeckstraat 25, 7575 EE Oldenzaal,
the Netherlands.
2. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia
and Herzegovina.
Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilaition Group Limited and Vent-Axia Group Limited are exempt from the
requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act.
31. Commitments and contingencies
Commitments for the acquisition of property, plant and equipment as of 31 July 2023 are \u00a3582,000 (2022: \u00a3730,000).
32. Share-based payments
Accounting policy
Equity-settled transactions
The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution
Long Term Incentive Plan.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation
model detailed below and incorporates an assessment of relevant performance conditions. The cost is recognised in employee
benefits expense (note 6), together with a corresponding increase in equity (share-based payment reserve), over the vesting
period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period
is adjusted to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet the conditions at the vesting date.
At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact
of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of
awards, but the likelihood of the conditions being met is assessed as part of the Group\u2019s best estimate of the number of equity
instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.
Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there
are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions
have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of
whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The Company operates a share-based incentive scheme for Directors and key employees, known as the Volution Long Term Incentive
Plan (LTIP). Share options were granted in March 2018, October 2018 and October 2019; these nil-cost options normally vest after
three years assuming continuing employment with the Company. The extent to which the options will vest is dependent upon
the Company\u2019s performance over a three-year period set at the date of grant. The vesting of the awards will be determined by the
Company\u2019s relative total shareholder return (TSR) performance and EPS growth. The TSR element of the options granted has been
valued using the Group\u2019s share price volatility, the correlation between the share price movements of TSR comparators and the
relevant vesting schedule.
2023
Number
2022
Number
Outstanding at 1 August 2,954,091 3,270,467
Granted during the year 920,834 365,972
Dividend equivalent added on vesting 28,355 26,500
Exercised during the year (187,697) (236,094)
Lapsed during the year (76,423) (472,754)
Outstanding at 31 July 3,6 3 9,16 0 2,954,091
The weighted average exercise price for all options is \u00a3nil.
Of the total number of options outstanding at 31 July 2023, 1,805,635 had vested and were exercisable.
The weighted average fair value of each option granted during the year was \u00a33.02 (2022: \u00a34.91).
The weighted average remaining contractual life for the share options outstanding as at 31 July 2023 was 7.5 years (2022: 6.8 years).
The following information is relevant in the determination of the fair value of options granted during the year under the LTIP:
2023
Option pricing model used Monte Carlo
Weighted average share price at grant date (\u00a3) 3.02
Exercise price (\u00a3) Nil
Expected dividend yield (\u00a3) Nil
Expected life (years) 3
Expected volatility 46.2%
Risk-free interest rate 4.09%
The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of share prices over a period commensurate with the expected life of the option. The share-based remuneration expense comprises: 2023 \u00a3000 2022 \u00a3000 Equity-settled schemes 1,357 1,115 1,357 1,115 The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous periods. 33. Events after the reporting period On 4 August 2023, Volution Group acquired the trade and assets of Proven Systems Limited (\u201cDVS\u201d), a market leading supplier and installer of home ventilation solutions in New Zealand, for an initial consideration of NZ$18 million with a further contingent cash consideration of up to NZ$9 million based on stretching targets for the financial results in the next 12 months and the year ending 31 March 2025. Transaction costs relating to professional fees associated with the acquisition in the period ended 31 July 2023 were \u00a3207,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. 34. Glossary of terms Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 3,365,875 dilutive potential ordinary shares at 31 July 2023 (2022: 2,966,484). Adjusted EBITDA: adjusted operating profit before depreciation and amortisation. Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value and the exceptional write off of unamortised loan issue costs upon refinancing. Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working capital, less net investments in property, plant and equipment and intangible assets. Adjusted operating profit: operating profit before exceptional operating costs, release of contingent consideration and amortisation of assets acquired through business combinations. Adjusted profit after tax: profit after tax before exceptional operating costs, release of contingent consideration, exceptional write off of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value, amortisation of assets acquired through business combinations and the tax effect on these items. Adjusted profit before tax: profit before tax before exceptional operating costs, release of contingent consideration, exceptional write off of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value and amortisation of assets acquired through business combinations. Adjusted tax charge: the reported tax charge less the tax effect on the adjusted items. CAGR: compound annual growth rate. Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA. Constant currency: to determine values expressed as being at constant currency we have converted the income statement of our foreign operating companies for the year ended 31 July 2023 at the average exchange rate for the year ended 31 July 2022. In addition, we have converted the UK operating companies\u2019 sale and purchase transactions in the year ended 31 July 2023, which were denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2022. EBITDA: profit before net finance costs, tax, depreciation and amortisation. Net debt: bank borrowings and lease liabilities less cash and cash equivalents. Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based payment expense, less net investments in property, plant and equipment and intangible assets. ROIC: measured as adjusted operating profit for the year divided by average net assets adding back net debt, acquisition related liabilities, and historic goodwill and acquisition related amortisation charges (net of the associated deferred tax). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-411": {
"value": "1. Basis of preparation The Group\u2019s consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted_IAS). The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies under the relevant notes. The preparation of the consolidated financial information in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise judgement in the process of applying the Group\u2019s accounting policies. Accounting policies, including critical accounting judgements and estimates used in the preparation of the financial statements, are described in the specific note to which they relate. The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand (\u00a3000), except as otherwise indicated. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: \u2022 Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee) \u2022 Exposure, or rights, to variable returns from its involvement with the investee \u2022 The ability to use its power over the investee to affect its returns The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation. Going concern The financial position of the Group, its cash flows and liquidity position are set out in the financial statements. Furthermore, note 28 on pages 214 to 217 to the consolidated financial statements includes the Group\u2019s objectives and policies for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk. The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered all of the above factors, including potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-Covid and since the invasion of Ukraine early in 2022, including the actions of central banks in raising interest rates to curb inflation and the impact that this may have on housing and construction, and from its other principal risks set out on pages 96 to 104. Under a severe but plausible downside scenario, the Group remains within its debt facilities and the attached financial covenants under the 18 month from the balance sheet date period of assessment and the Directors therefore believe, at the time of approving the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with committed facilities totalling \u00a3150 million, and an accordion of a further \u00a330 million, maturing in December 2025. The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than three times and for adjusted interest cover of not less than four times. Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face. We have then applied a severe but plausible downside scenario in order to model the potential concurrent impact of: \u2022 a general economic slowdown reducing revenue by 20% compared to plan. \u2022 supply chain difficulties or input price increases reducing gross profit margin by 10%; and \u2022 a significant acquisition increasing debt but with no positive cash flow contribution. A reverse stress test scenario has also been modelled which shows a revenue contraction of c37% with no mitigations would be required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs. Over the short period of our Climate Change assessment (aligned to our Going Concern assessment) we have concluded that there is no material adverse impact of Climate Change and hence have not included any impacts in either our base case or downside scenarios of our Going Concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years and we would not expect this to occur to a material level over the period of our Going Concern assessment. The Directors have concluded that the results of the scenario testing combined with the significant liquidity profile available under the revolving credit facility confirm that there is no material uncertainty in the use of the going concern assumption. Non-controlling interest Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. Foreign currencies The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the Group financial statements, the results and financial position of each entity are expressed in GBP (\u00a3000), which is the functional currency of the Company and the presentational currency of the Group. In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s functional currency (foreign currencies) are recorded at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. For the purpose of presenting consolidated financial information, the assets and liabilities of the Group\u2019s foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange difference on the net investment in these operations. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group\u2019s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The key judgement, apart from any involving estimations, that has the most significant effect on the amounts recognised in the financial statements is the identification of the Group\u2019s cash generating units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This judgement could have a significant impact on the carrying value of goodwill and other intangible assets in the financial statements. Hence, the Directors have concluded that this is a key judgement under the scope of paragraph 122 of IAS1. Further details can be found in note 13 \u2013 impairment assessment of goodwill and note 14 \u2013 intangible assets other. The Directors have concluded that there are no major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Other judgements and estimates, which the directors do not believe to be critical accounting judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1, but for which additional disclosures have been made in the relevant notes include i) estimates and assumptions made related to: impairment assessment of goodwill (note 13), intangible assets \u2013 other (note 14), ii) estimates and assumptions relating to refund liabilities arising from retrospective volume rebates (note 3), and iii) financial liabilities relating to the business combination of ClimaRad, ERI, VMI and I-Vent (notes 15 and 22). 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are described under the relevant notes. The Group based its assumptions and estimates on parameters available when these financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The Directors have considered a range of potential scenarios arising from the current macroeconomic uncertainty and how these have impacted the significant judgements, estimates and assumptions in these financial statements is included under the relevant notes. In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosure on pages 66 to 80. Whilst we do not currently expect any material short and medium term risks from climate change under the scenarios we have considered, the risks over the long term are more uncertain. However, there have been no risks of climate change identified which would have a material impact on the judgements and estimates made in preparation of these financial statements. These are short term (less than 5 years) which is the period over which we prepare detailed bottom up plans, medium term (5-15 years) which is the period over which our continued strategy to provide healthy air sustainability under our three strategic pillars will be delivered including specific targets to reduce carbon, and long term (beyond 15 years) which is the period aligned to the useful economic life of some of our property assets and where the potential impacts under different scenarios are less certain. These different periods have allowed us to assess risks and opportunities that are immediate and well defined to those which may arise over time but which are much less certain. Separately disclosed items The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature, size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed items include, but are not limited to, significant restructuring costs and significant business combination and related integration and earn-out costs. New standards and interpretations The standards or interpretations listed below have become effective since 1 August 2022 for annual periods beginning on or after 1 January 2022. The following amendments became effective as at 1 January 2022: \u2022 Amendments to IFRS3 \u201cReference to the Conceptual Framework\u201d \u2022 Amendments to IAS 16 \u201cProperty, plant and equipment \u2013 proceeds before intended use\u201d \u2022 Amendments to IAS37 \u201cOnerous Contracts \u2013 Costs of Fulfilling a Contract\u201d \u2022 Amendments to IFRS 9 \u201cFinancial Instruments \u2013 Fees in the \u201810 per cent\u2019 test for derecognition of financial liabilities\u201d At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments became effective as at 1 January 2023: \u2022 Amendments to IAS 12 \u201cDeferred tax related to assets and liabilities arising from a single transaction\u201d \u2022 Amendments to IAS 8 \u201cDefinition of accounting estimates\u201d \u2022 Amendments to IAS 1 and IFRS Practice Statement 2 \u2013 \u201cDisclosure of accounting policies\u201d The following amendments became effective as at 1 January 2024: \u2022 Amendments to IAS 1 \u201cClassification of liabilities as current or non-current\u201d \u2022 Amendments to IFRS 16 \u201cLease liability in a sale and leaseback\u201d \u2022 Amendments to IAS 1 \u201cNon-current liabilities with covenants\u201d \u2022 Amendments to IAS 7 \u201cSupplier Finance Arrangements\u201d The Directors do not expect that the adoption of the Standards listed above will have a material impact on the Consolidated Financial Statements of the Group in future periods. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-412": {
"value": "1. Basis of preparation The Group\u2019s consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted_IAS). The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies under the relevant notes. The preparation of the consolidated financial information in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise judgement in the process of applying the Group\u2019s accounting policies. Accounting policies, including critical accounting judgements and estimates used in the preparation of the financial statements, are described in the specific note to which they relate. The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand (\u00a3000), except as otherwise indicated. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: \u2022 Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee) \u2022 Exposure, or rights, to variable returns from its involvement with the investee \u2022 The ability to use its power over the investee to affect its returns The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation. Going concern The financial position of the Group, its cash flows and liquidity position are set out in the financial statements. Furthermore, note 28 on pages 214 to 217 to the consolidated financial statements includes the Group\u2019s objectives and policies for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk. The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered all of the above factors, including potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-Covid and since the invasion of Ukraine early in 2022, including the actions of central banks in raising interest rates to curb inflation and the impact that this may have on housing and construction, and from its other principal risks set out on pages 96 to 104. Under a severe but plausible downside scenario, the Group remains within its debt facilities and the attached financial covenants under the 18 month from the balance sheet date period of assessment and the Directors therefore believe, at the time of approving the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with committed facilities totalling \u00a3150 million, and an accordion of a further \u00a330 million, maturing in December 2025. The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than three times and for adjusted interest cover of not less than four times. Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face. We have then applied a severe but plausible downside scenario in order to model the potential concurrent impact of: \u2022 a general economic slowdown reducing revenue by 20% compared to plan. \u2022 supply chain difficulties or input price increases reducing gross profit margin by 10%; and \u2022 a significant acquisition increasing debt but with no positive cash flow contribution. A reverse stress test scenario has also been modelled which shows a revenue contraction of c37% with no mitigations would be required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs. Over the short period of our Climate Change assessment (aligned to our Going Concern assessment) we have concluded that there is no material adverse impact of Climate Change and hence have not included any impacts in either our base case or downside scenarios of our Going Concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years and we would not expect this to occur to a material level over the period of our Going Concern assessment. The Directors have concluded that the results of the scenario testing combined with the significant liquidity profile available under the revolving credit facility confirm that there is no material uncertainty in the use of the going concern assumption. Non-controlling interest Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. Foreign currencies The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the Group financial statements, the results and financial position of each entity are expressed in GBP (\u00a3000), which is the functional currency of the Company and the presentational currency of the Group. In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s functional currency (foreign currencies) are recorded at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. For the purpose of presenting consolidated financial information, the assets and liabilities of the Group\u2019s foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange difference on the net investment in these operations. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group\u2019s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The key judgement, apart from any involving estimations, that has the most significant effect on the amounts recognised in the financial statements is the identification of the Group\u2019s cash generating units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This judgement could have a significant impact on the carrying value of goodwill and other intangible assets in the financial statements. Hence, the Directors have concluded that this is a key judgement under the scope of paragraph 122 of IAS1. Further details can be found in note 13 \u2013 impairment assessment of goodwill and note 14 \u2013 intangible assets other. The Directors have concluded that there are no major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Other judgements and estimates, which the directors do not believe to be critical accounting judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1, but for which additional disclosures have been made in the relevant notes include i) estimates and assumptions made related to: impairment assessment of goodwill (note 13), intangible assets \u2013 other (note 14), ii) estimates and assumptions relating to refund liabilities arising from retrospective volume rebates (note 3), and iii) financial liabilities relating to the business combination of ClimaRad, ERI, VMI and I-Vent (notes 15 and 22). 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are described under the relevant notes. The Group based its assumptions and estimates on parameters available when these financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The Directors have considered a range of potential scenarios arising from the current macroeconomic uncertainty and how these have impacted the significant judgements, estimates and assumptions in these financial statements is included under the relevant notes. In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosure on pages 66 to 80. Whilst we do not currently expect any material short and medium term risks from climate change under the scenarios we have considered, the risks over the long term are more uncertain. However, there have been no risks of climate change identified which would have a material impact on the judgements and estimates made in preparation of these financial statements. These are short term (less than 5 years) which is the period over which we prepare detailed bottom up plans, medium term (5-15 years) which is the period over which our continued strategy to provide healthy air sustainability under our three strategic pillars will be delivered including specific targets to reduce carbon, and long term (beyond 15 years) which is the period aligned to the useful economic life of some of our property assets and where the potential impacts under different scenarios are less certain. These different periods have allowed us to assess risks and opportunities that are immediate and well defined to those which may arise over time but which are much less certain. Separately disclosed items The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature, size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed items include, but are not limited to, significant restructuring costs and significant business combination and related integration and earn-out costs. New standards and interpretations The standards or interpretations listed below have become effective since 1 August 2022 for annual periods beginning on or after 1 January 2022. The following amendments became effective as at 1 January 2022: \u2022 Amendments to IFRS3 \u201cReference to the Conceptual Framework\u201d \u2022 Amendments to IAS 16 \u201cProperty, plant and equipment \u2013 proceeds before intended use\u201d \u2022 Amendments to IAS37 \u201cOnerous Contracts \u2013 Costs of Fulfilling a Contract\u201d \u2022 Amendments to IFRS 9 \u201cFinancial Instruments \u2013 Fees in the \u201810 per cent\u2019 test for derecognition of financial liabilities\u201d At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments became effective as at 1 January 2023: \u2022 Amendments to IAS 12 \u201cDeferred tax related to assets and liabilities arising from a single transaction\u201d \u2022 Amendments to IAS 8 \u201cDefinition of accounting estimates\u201d \u2022 Amendments to IAS 1 and IFRS Practice Statement 2 \u2013 \u201cDisclosure of accounting policies\u201d The following amendments became effective as at 1 January 2024: \u2022 Amendments to IAS 1 \u201cClassification of liabilities as current or non-current\u201d \u2022 Amendments to IFRS 16 \u201cLease liability in a sale and leaseback\u201d \u2022 Amendments to IAS 1 \u201cNon-current liabilities with covenants\u201d \u2022 Amendments to IAS 7 \u201cSupplier Finance Arrangements\u201d The Directors do not expect that the adoption of the Standards listed above will have a material impact on the Consolidated Financial Statements of the Group in future periods. Accounting policy Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days from delivery. Sale of products Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually on the delivery of the goods. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price for the sale of ventilation products, the Group considers the effects of variable consideration (if any). Volume rebates The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates. Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained, other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe. Warranty obligations The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting policy on warranty provisions in note 24, Provisions. Installation services The Group provides installation services that are bundled together with the sale of equipment to a customer. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and the cost plus margin approach for installation services. The Group recognises revenue from installation services at a point in time after the service has been performed; this is because installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment. Contract balances Contract assets A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation. Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before payment of consideration is due). The Group\u2019s accounting policy on trade receivables is detailed in note 17. Contract liabilities There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2023. Estimates and assumptions Liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date, of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023 however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded under the scope of paragraph 125 of IAS1. Accounting policy The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker, which is considered to be the Chief Executive Officer of the Group. In identifying its operating segments, management follows the Group\u2019s market sectors. These are UK including OEM (Torin-Sifan), Continental Europe (Nordics and Central Europe) and Australasia. The measure of revenue reported to the chief operating decision maker to assess performance is total revenue for each operating segment. The measure of profit reported to the chief operating decision maker to assess performance is adjusted operating profit (see note 34 for definition) for each operating segment. Gross profit and the analysis below segment profit is additional voluntary information and not \u201csegment information\u201d prepared in accordance with IFRS 8. Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed on a Group basis. Total assets and liabilities are not disclosed as this information is not provided by operating segment to the chief operating decision maker on a regular basis. Transfer prices between operating segments are on an arm\u2019s length basis on terms similar to transactions with third parties. Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. Accounting policy Pensions Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they become payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees represents the amounts paid by the Group to various defined contribution pension schemes operated by the Group in the financial period. Accounting policy The Group\u2019s research and development concentrates on the development of new products. Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below. Accounting policy Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date. The Group\u2019s deferred tax policy can be found in note 26. Accounting policy Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred. Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over their estimated useful lives using the straight line method. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any changes in estimates accounted for on a prospective basis. The following useful lives are used in the calculation of depreciation: Buildings \u2013 30\u201350 years Plant and machinery \u2013 5\u201310 years Fixtures, fittings, tools, equipment and vehicles \u2013 4\u201310 years The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income as part of administrative expenses. The Group\u2019s impairment policy can be found in note 13. Accounting policy Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units. Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. See note 13 for the Group\u2019s impairment assessment. Accounting policy Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the asset\u2019s fair value less costs of disposal and value in use. Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK Ventilation, Central Europe, Nordics, Australasia and OEM. This is also the level at which management is monitoring the value of goodwill for internal management purposes. Judgements and estimates Impairment of goodwill The Group\u2019s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher of fair value less costs of disposal and value in use. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. Management has reviewed the Group\u2019s assets and cash inflows and identified the lowest aggregation of assets that generate largely independent cash inflows. The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the discount rate used for the discounted cash flow model as well as assumptions and estimates of expected future cash flows and the growth rate used for extrapolation purposes. The current economic and political uncertainty has increased the level of estimation uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has modelled a range of scenarios to consider the impact on the carrying value of its assets as described in the going concern statement in the risk management and principal risks section. We have tested the sensitivity of our headroom calculations in relation to the above assumptions and estimates and the Group does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their recoverable value are reasonably possible, and hence are not major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. Accounting policy Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs \u2013 10 years Software costs \u2013 5\u201310 years Customer base \u2013 5\u201315 years Trademarks \u2013 15\u201325 years Patents/technology \u2013 5\u201325 years Other \u2013 5 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. Accounting policy Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business combination costs incurred are expensed. When the Group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the business combination date. Contingent consideration resulting from business combinations is accounted for at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of fair value is based on discounted cash flows. The key estimates and assumptions used in determining the discounted cash flows take into consideration the probability of meeting each performance target and a discount factor. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and hence is not within the scope of paragraph 125 of IAS 1. Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash generating units (CGUs) that are expected to benefit from the combination, irrespective of whether assets or liabilities of the business combination are assigned to those units. Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. Accounting policy Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is purchase cost on a first in, first out basis. The cost of work in progress and finished goods includes the cost of direct materials and labour and an appropriate portion of fixed and variable overhead expenses based on normal operating capacity but excludes borrowing costs. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell. Accounting policy Trade and other receivables are recognised when it is probable that a future economic benefit will flow to the Group. Trade and other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses. Provisions are made where there is evidence of a risk of non-payment taking into account ageing, previous experience and general economic conditions. Allowance for expected credit losses Allowance for expected credit losses is measured at an amount equal to lifetime expected credit losses (ECLs). For trade receivables the Group applies a simplified approach in calculating ECLs. Trade receivables have been grouped based on historical credit risk characteristics and the number of days from date of invoice. The expected loss rates are calculated using the provision matrix approach. Trade receivables are categorised by common risk characteristics that are representative of the customers\u2019 abilities to pay all amounts due in accordance with the contractual terms. The provision matrix is determined based on historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. Rebates receivable The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of sales (collectively referred to as rebates). Rebates are based on an agreed percentage of purchases, which will increase with the level of purchases made. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date. Accounting policy Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. Accounting policy The Group leases a range of assets including property, plant and equipment and vehicles. Leases of property generally have lease terms of up to 20 years, plant and machinery between three and six years and motor vehicles and other equipment between two and five years. Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain re-measurements of the lease liability. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, restoration costs and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are depreciated on a straight line basis over the shorter of their estimated useful life and the lease term. At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group\u2019s lease liabilities are included in interest-bearing loans and borrowings. The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight line basis over the lease term. Accounting policy Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs. Borrowings and other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Accounting policy Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions for the expected costs of maintenance guarantees are charged against profits when products have been invoiced. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation taking into account the risks and uncertainties surrounding the obligation. The timings of cash outflows are by their nature uncertain and are therefore best estimates. Provisions are not discounted as the time value of money is not considered material. Provisions for warranties and property dilapidations Provisions for warranties are made with reference to recent trading history and historical warranty claim information, and the view of management as to whether warranty claims are expected. Warranty provisions are determined with consideration given to recent customer trading and management experience. Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing of cash flows associated with the dilapidation provision is dependent on the timing of the lease agreement termination. Accounting policy Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the period are satisfied with treasury shares. Accounting policy Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: \u2022 where the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and \u2022 in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised only to the extent that the Directors consider it is probable that there will be taxable profits from which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred taxes relate to the same taxation authority and that authority permits the Group to make a single net payment. Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. However, the Group does not consider this to be an accounting judgement, apart from those involving estimations, that has a significant effect on the amount recognised in the financial statements under the scope of paragraph 122 of IAS1, nor the estimates and assumptions to be major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year under the scope of paragraph 125 of IAS 1. At 31 July 2023, the Group had not recognised a deferred tax asset in respect of gross tax losses of \u00a35,195,000 (2022: \u00a35,195,000) relating to management expenses, capital losses of \u00a33,975,000 (2022: \u00a33,975,000) arising in UK subsidiaries and gross tax losses of \u00a3nil (2022: \u00a3nil) arising in overseas entities as there is insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely. At 31 July 2023, the Group had no deferred tax liability (2022: \u00a3nil) to recognise for taxes that would be payable on the remittance of certain of the Group\u2019s overseas subsidiaries\u2019 unremitted earnings. Deferred tax liabilities have not been recognised as the Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise on distribution. Accounting policy Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when the dividend is approved by the Directors in the general meeting and, in relation to interim dividends, when paid. Accounting policy Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship is less than twelve months. No derivative contracts have been designated as hedges for accounting purposes. Hedge of net investments Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss. The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in foreign operations. As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group\u2019s principal financial instruments are: \u2022 interest-bearing loans and borrowings; \u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and \u2022 foreign exchange forward contracts. This note provides further detail on financial risk management and includes quantitative information on the specific risks the Group is exposed to. Accounting policy Equity-settled transactions The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution Long Term Incentive Plan. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation model detailed below and incorporates an assessment of relevant performance conditions. The cost is recognised in employee benefits expense (note 6), together with a corresponding increase in equity (share-based payment reserve), over the vesting period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period is adjusted to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the conditions at the vesting date. At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. ",
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"language": "en",
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"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-413": {
"value": "The Group\u2019s consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted_IAS). The consolidated financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies under the relevant notes. ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-414": {
"value": "The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand (\u00a3000), except as otherwise indicated. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-415": {
"value": "Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 July 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: \u2022 Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee) \u2022 Exposure, or rights, to variable returns from its involvement with the investee \u2022 The ability to use its power over the investee to affect its returns The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation. ",
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"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
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"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-416": {
"value": "Going concern The financial position of the Group, its cash flows and liquidity position are set out in the financial statements. Furthermore, note 28 on pages 214 to 217 to the consolidated financial statements includes the Group\u2019s objectives and policies for managing its capital, its financial risk management objectives, details of its financial instruments and its exposure to credit and liquidity risk. The financial statements have been prepared on a going concern basis. In adopting the going concern basis, the Directors have considered all of the above factors, including potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-Covid and since the invasion of Ukraine early in 2022, including the actions of central banks in raising interest rates to curb inflation and the impact that this may have on housing and construction, and from its other principal risks set out on pages 96 to 104. Under a severe but plausible downside scenario, the Group remains within its debt facilities and the attached financial covenants under the 18 month from the balance sheet date period of assessment and the Directors therefore believe, at the time of approving the financial statements, that the Company is well placed to manage its business risks successfully and remains a going concern. The key facts and assumptions in reaching this determination are summarised below. Our financial position remains robust with committed facilities totalling \u00a3150 million, and an accordion of a further \u00a330 million, maturing in December 2025. The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than three times and for adjusted interest cover of not less than four times. Our base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the risks and opportunities the businesses face. We have then applied a severe but plausible downside scenario in order to model the potential concurrent impact of: \u2022 a general economic slowdown reducing revenue by 20% compared to plan. \u2022 supply chain difficulties or input price increases reducing gross profit margin by 10%; and \u2022 a significant acquisition increasing debt but with no positive cash flow contribution. A reverse stress test scenario has also been modelled which shows a revenue contraction of c37% with no mitigations would be required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control of management include reducing discretionary capex and discretionary indirect costs. Over the short period of our Climate Change assessment (aligned to our Going Concern assessment) we have concluded that there is no material adverse impact of Climate Change and hence have not included any impacts in either our base case or downside scenarios of our Going Concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather in recent years and we would not expect this to occur to a material level over the period of our Going Concern assessment. The Directors have concluded that the results of the scenario testing combined with the significant liquidity profile available under the revolving credit facility confirm that there is no material uncertainty in the use of the going concern assumption. ",
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"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
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"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-417": {
"value": "Non-controlling interest Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. ",
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"concept": "volutiongroupplc:DescriptionOfAccountingPolicyForNonControllingInterest",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-418": {
"value": "Foreign currencies The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the Group financial statements, the results and financial position of each entity are expressed in GBP (\u00a3000), which is the functional currency of the Company and the presentational currency of the Group. In preparing the financial statements of the individual entities, transactions in currencies other than the entity\u2019s functional currency (foreign currencies) are recorded at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. For the purpose of presenting consolidated financial information, the assets and liabilities of the Group\u2019s foreign operations are expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rate for the period. Exchange differences arising are classified as other comprehensive income and are transferred to the foreign currency translation reserve. All other translation differences are taken to profit and loss with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange difference on the net investment in these operations. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-419": {
"value": "Critical accounting judgements and key sources of estimation uncertainty In the application of the Group\u2019s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The key judgement, apart from any involving estimations, that has the most significant effect on the amounts recognised in the financial statements is the identification of the Group\u2019s cash generating units (CGUs) and the grouping of those CGUs for goodwill impairment testing purposes. This judgement could have a significant impact on the carrying value of goodwill and other intangible assets in the financial statements. Hence, the Directors have concluded that this is a key judgement under the scope of paragraph 122 of IAS1. Further details can be found in note 13 \u2013 impairment assessment of goodwill and note 14 \u2013 intangible assets other. The Directors have concluded that there are no major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Other judgements and estimates, which the directors do not believe to be critical accounting judgements or key sources of estimation uncertainty under the scope of paragraph 122 or 125 of IAS1, but for which additional disclosures have been made in the relevant notes include i) estimates and assumptions made related to: impairment assessment of goodwill (note 13), intangible assets \u2013 other (note 14), ii) estimates and assumptions relating to refund liabilities arising from retrospective volume rebates (note 3), and iii) financial liabilities relating to the business combination of ClimaRad, ERI, VMI and I-Vent (notes 15 and 22). 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are described under the relevant notes. The Group based its assumptions and estimates on parameters available when these financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The Directors have considered a range of potential scenarios arising from the current macroeconomic uncertainty and how these have impacted the significant judgements, estimates and assumptions in these financial statements is included under the relevant notes. In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosure on pages 66 to 80. Whilst we do not currently expect any material short and medium term risks from climate change under the scenarios we have considered, the risks over the long term are more uncertain. However, there have been no risks of climate change identified which would have a material impact on the judgements and estimates made in preparation of these financial statements. These are short term (less than 5 years) which is the period over which we prepare detailed bottom up plans, medium term (5-15 years) which is the period over which our continued strategy to provide healthy air sustainability under our three strategic pillars will be delivered including specific targets to reduce carbon, and long term (beyond 15 years) which is the period aligned to the useful economic life of some of our property assets and where the potential impacts under different scenarios are less certain. These different periods have allowed us to assess risks and opportunities that are immediate and well defined to those which may arise over time but which are much less certain. Estimates and assumptions Liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date, of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023 however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded under the scope of paragraph 125 of IAS1. Judgements and estimates Impairment of goodwill The Group\u2019s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher of fair value less costs of disposal and value in use. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. Management has reviewed the Group\u2019s assets and cash inflows and identified the lowest aggregation of assets that generate largely independent cash inflows. The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the discount rate used for the discounted cash flow model as well as assumptions and estimates of expected future cash flows and the growth rate used for extrapolation purposes. The current economic and political uncertainty has increased the level of estimation uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has modelled a range of scenarios to consider the impact on the carrying value of its assets as described in the going concern statement in the risk management and principal risks section. We have tested the sensitivity of our headroom calculations in relation to the above assumptions and estimates and the Group does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their recoverable value are reasonably possible, and hence are not major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-420": {
"value": "Separately disclosed items The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature, size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed items include, but are not limited to, significant restructuring costs and significant business combination and related integration and earn-out costs. ",
"dimensions": {
"concept": "volutiongroupplc:DescriptionOfAccountingPolicyForSeparatelyDisclosedItems",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-421": {
"value": "New standards and interpretations The standards or interpretations listed below have become effective since 1 August 2022 for annual periods beginning on or after 1 January 2022. The following amendments became effective as at 1 January 2022: \u2022 Amendments to IFRS3 \u201cReference to the Conceptual Framework\u201d \u2022 Amendments to IAS 16 \u201cProperty, plant and equipment \u2013 proceeds before intended use\u201d \u2022 Amendments to IAS37 \u201cOnerous Contracts \u2013 Costs of Fulfilling a Contract\u201d \u2022 Amendments to IFRS 9 \u201cFinancial Instruments \u2013 Fees in the \u201810 per cent\u2019 test for derecognition of financial liabilities\u201d At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments became effective as at 1 January 2023: \u2022 Amendments to IAS 12 \u201cDeferred tax related to assets and liabilities arising from a single transaction\u201d \u2022 Amendments to IAS 8 \u201cDefinition of accounting estimates\u201d \u2022 Amendments to IAS 1 and IFRS Practice Statement 2 \u2013 \u201cDisclosure of accounting policies\u201d The following amendments became effective as at 1 January 2024: \u2022 Amendments to IAS 1 \u201cClassification of liabilities as current or non-current\u201d \u2022 Amendments to IFRS 16 \u201cLease liability in a sale and leaseback\u201d \u2022 Amendments to IAS 1 \u201cNon-current liabilities with covenants\u201d \u2022 Amendments to IAS 7 \u201cSupplier Finance Arrangements\u201d The Directors do not expect that the adoption of the Standards listed above will have a material impact on the Consolidated Financial Statements of the Group in future periods. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-422": {
"value": "The standards or interpretations listed below have become effective since 1 August 2022 for annual periods beginning on or after 1 January 2022. The following amendments became effective as at 1 January 2022: \u2022 Amendments to IFRS3 \u201cReference to the Conceptual Framework\u201d \u2022 Amendments to IAS 16 \u201cProperty, plant and equipment \u2013 proceeds before intended use\u201d \u2022 Amendments to IAS37 \u201cOnerous Contracts \u2013 Costs of Fulfilling a Contract\u201d \u2022 Amendments to IFRS 9 \u201cFinancial Instruments \u2013 Fees in the \u201810 per cent\u2019 test for derecognition of financial liabilities\u201d ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-423": {
"value": "At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective. The following amendments became effective as at 1 January 2023: \u2022 Amendments to IAS 12 \u201cDeferred tax related to assets and liabilities arising from a single transaction\u201d \u2022 Amendments to IAS 8 \u201cDefinition of accounting estimates\u201d \u2022 Amendments to IAS 1 and IFRS Practice Statement 2 \u2013 \u201cDisclosure of accounting policies\u201d The following amendments became effective as at 1 January 2024: \u2022 Amendments to IAS 1 \u201cClassification of liabilities as current or non-current\u201d \u2022 Amendments to IFRS 16 \u201cLease liability in a sale and leaseback\u201d \u2022 Amendments to IAS 1 \u201cNon-current liabilities with covenants\u201d \u2022 Amendments to IAS 7 \u201cSupplier Finance Arrangements\u201d The Directors do not expect that the adoption of the Standards listed above will have a material impact on the Consolidated Financial Statements of the Group in future periods. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-424": {
"value": "2. Adjusted earnings The Board and key management personnel use some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating profit and adjusted profit before tax. These measures are deemed more helpful as they remove items that do not reflect the day-to-day trading operations of the business and therefore their exclusion is relevant to an assessment of the day-to-day trading operations, as opposed to overall annual business performance. Such alternative performance measures are not defined terms under IFRS and may not be comparable with similar measures disclosed by other companies. Likewise, these measures are not a substitute for IFRS measures of profit. A reconciliation of these measures of performance to the corresponding reported figure is shown below. 2023 \u00a3000 2022 \u00a3000 Profit after tax 37,382 35,672 Add back: Contingent consideration 640 (598) Cost of business combinations 1,032 215 Re-measurement of future consideration relating to the business combination of ClimaRad 1,879 955 Net gain on financial instruments at fair value 1,599 (1,329) Amortisation and impairment of intangible assets acquired through business combinations 11,088 14,485 Tax effect of the above (2,788) (2,085) Adjusted profit after tax 50,832 47,315 Add back: Adjusted tax charge 14,225 13,627 Adjusted profit before tax 65,057 60,942 Add back: Interest payable on bank loans, lease liabilities and amortisation of financing costs 4,914 3,369 Re-measurement of financial liabilities relating to the business combination of ClimaRad (54) 583 Finance revenue (65) (4) Adjusted operating profit 69,852 64,890 Add back: Depreciation of property, plant and equipment 4,102 3,816 Depreciation of right-of-use assets 3,895 3,612 Amortisation of development costs, software and patents 1,486 1,541 Adjusted EBITDA 79,335 73,859 For definitions of terms referred to above see note 34, Glossary of terms. ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-425": {
"value": "3. Revenue from contracts with customers Accounting policy Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days from delivery. Sale of products Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually on the delivery of the goods. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price for the sale of ventilation products, the Group considers the effects of variable consideration (if any). Volume rebates The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates. Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained, other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe. Warranty obligations The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting policy on warranty provisions in note 24, Provisions. Installation services The Group provides installation services that are bundled together with the sale of equipment to a customer. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and the cost plus margin approach for installation services. The Group recognises revenue from installation services at a point in time after the service has been performed; this is because installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment. Contract balances Contract assets A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation. Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before payment of consideration is due). The Group\u2019s accounting policy on trade receivables is detailed in note 17. Contract liabilities There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2023. Estimates and assumptions Liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date, of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023 however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded under the scope of paragraph 125 of IAS1. Revenue recognised in the statement of comprehensive income is analysed below: 2023 \u00a3000 2022 \u00a3000 Sale of goods 320,808 301,097 Installation services 7,2 0 0 6,604 Total revenue from contracts with customers 328,008 3 07,701 Market sectors 2023 \u00a3000 2022 \u00a3000 UK Residential 89,680 75,040 Commercial 3 0,151 31,031 Export 12 ,119 11,670 OEM (Torin-Sifan) 24,120 25,908 Total UK 156,070 143,649 Nordics 1 4 9,12 6 53,303 Central Europe 2 75,410 6 5,128 Total Continental Europe 124,536 118,431 Total Australasia 47,4 0 2 45,621 Total revenue from contracts with customers 328,008 3 07,701 Right of return assets and refund liabilities 2023 \u00a3000 2022 \u00a3000 Right of return assets \u2014 \u2014 Refund liabilities Arising from retrospective volume rebates 9,15 3 9,427 Arising from rights of return 664 841 Refund liabilities 9,817 10,268 Notes 1. Included in the Nordics revenue is \u00a3nil of inorganic revenue from the business combination of Klimatfabriken and Rtek (2022: \u00a33,514,000 of inorganic revenue from the business combination of Klimatfabriken and Rtek). 2. Included in the Central Europe revenue is \u00a34,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent (2022: \u00a318,950,000 of inorganic revenue from the business combination of ClimaRad BV and ERI). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-426": {
"value": "3. Revenue from contracts with customers Accounting policy Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days from delivery. Sale of products Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually on the delivery of the goods. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price for the sale of ventilation products, the Group considers the effects of variable consideration (if any). Volume rebates The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates. Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained, other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe. Warranty obligations The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting policy on warranty provisions in note 24, Provisions. Installation services The Group provides installation services that are bundled together with the sale of equipment to a customer. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and the cost plus margin approach for installation services. The Group recognises revenue from installation services at a point in time after the service has been performed; this is because installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment. Contract balances Contract assets A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation. Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before payment of consideration is due). The Group\u2019s accounting policy on trade receivables is detailed in note 17. Contract liabilities There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2023. Estimates and assumptions Liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date, of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023 however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded under the scope of paragraph 125 of IAS1. Revenue recognised in the statement of comprehensive income is analysed below: 2023 \u00a3000 2022 \u00a3000 Sale of goods 320,808 301,097 Installation services 7,2 0 0 6,604 Total revenue from contracts with customers 328,008 3 07,701 Market sectors 2023 \u00a3000 2022 \u00a3000 UK Residential 89,680 75,040 Commercial 3 0,151 31,031 Export 12 ,119 11,670 OEM (Torin-Sifan) 24,120 25,908 Total UK 156,070 143,649 Nordics 1 4 9,12 6 53,303 Central Europe 2 75,410 6 5,128 Total Continental Europe 124,536 118,431 Total Australasia 47,4 0 2 45,621 Total revenue from contracts with customers 328,008 3 07,701 Right of return assets and refund liabilities 2023 \u00a3000 2022 \u00a3000 Right of return assets \u2014 \u2014 Refund liabilities Arising from retrospective volume rebates 9,15 3 9,427 Arising from rights of return 664 841 Refund liabilities 9,817 10,268 Notes 1. Included in the Nordics revenue is \u00a3nil of inorganic revenue from the business combination of Klimatfabriken and Rtek (2022: \u00a33,514,000 of inorganic revenue from the business combination of Klimatfabriken and Rtek). 2. Included in the Central Europe revenue is \u00a34,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent (2022: \u00a318,950,000 of inorganic revenue from the business combination of ClimaRad BV and ERI). ",
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-427": {
"value": "Accounting policy Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days from delivery. Sale of products Revenue from the sale of products is recognised at the point in time when control of the asset is transferred to the buyer, usually on the delivery of the goods. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price for the sale of ventilation products, the Group considers the effects of variable consideration (if any). Volume rebates The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates. Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained, other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe. Warranty obligations The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting policy on warranty provisions in note 24, Provisions. Installation services The Group provides installation services that are bundled together with the sale of equipment to a customer. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and the cost plus margin approach for installation services. The Group recognises revenue from installation services at a point in time after the service has been performed; this is because installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment. Contract balances Contract assets A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation. Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before payment of consideration is due). The Group\u2019s accounting policy on trade receivables is detailed in note 17. Contract liabilities There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2023. Estimates and assumptions Liabilities arising from retrospective volume rebates The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date, of the total rebates, approximately \u00a33.6m is non-coterminous with the year end and is based on actual revenue recorded to 31 July 2023 however, final rebate % are dependent on estimated performance to December based on the bottoms up board approved budget and managements experience and knowledge of the customers. Estimates are made as to which % band each customer will fall into. At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the reporting date and that appropriate internal approvals and reviews take place before rebates are recorded. Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors\u2019 estimate of the potential liability may be incorrect. However, the Directors do not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded under the scope of paragraph 125 of IAS1. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-428": {
"value": "4. Segmental analysis Accounting policy The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker, which is considered to be the Chief Executive Officer of the Group. In identifying its operating segments, management follows the Group\u2019s market sectors. These are UK including OEM (Torin-Sifan), Continental Europe (Nordics and Central Europe) and Australasia. The measure of revenue reported to the chief operating decision maker to assess performance is total revenue for each operating segment. The measure of profit reported to the chief operating decision maker to assess performance is adjusted operating profit (see note 34 for definition) for each operating segment. Gross profit and the analysis below segment profit is additional voluntary information and not \u201csegment information\u201d prepared in accordance with IFRS 8. Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed on a Group basis. Total assets and liabilities are not disclosed as this information is not provided by operating segment to the chief operating decision maker on a regular basis. Transfer prices between operating segments are on an arm\u2019s length basis on terms similar to transactions with third parties. Year ended 31 July 2023 UK \u00a3000 Continental Europe \u00a3000 Australasia \u00a3000 Central/ eliminations \u00a3000 Consolidated \u00a3000 Revenue from contracts with customers External customers 156,070 124,536 1 47,40 2 \u2014 328,008 Inter-segment 24,908 38,779 188 (63,875) \u2014 Total revenue from contracts with customers 180,978 163,315 47,590 (63,875) 328,008 Gross profit 74,254 60,616 23,989 \u2014 158,859 Results Adjusted segment EBITDA 39,562 31,707 12,568 (4,502) 79,335 Depreciation and amortisation of development costs, software and patents (4,277) (3,283) (1,239) (684) (9,483) Adjusted operating profit/(loss) 35,285 28,424 11,329 (5,18 6) 69,852 Amortisation of intangible assets acquired through business combinations (7,16 3) (3,338) (587) \u2014 (11,088) Business combination-related operating costs \u2014 \u2014 \u2014 (1,672) (1,672) Operating profit/(loss) 28,12 2 25,086 10,742 (6,858) 57,092 Unallocated expenses Net finance cost \u2014 \u2014 (90) (6,358) (6,448) Re-measurement of future consideration \u2014 \u2014 \u2014 (1,879) (1,879) Re-measurement of financial liability \u2014 \u2014 \u2014 54 54 Profit/(loss) before tax 28,12 2 25,086 10,652 (15,041) 48,819 Year ended 31 July 2022 UK \u00a3000 Continental Europe \u00a3000 Australasia \u00a3000 Central/ eliminations \u00a3000 Consolidated \u00a3000 Revenue from contracts with customers External customers 143,649 118,431 1 45,621 \u2014 3 07,70 1 Inter-segment 20,318 30,038 179 (50,535) \u2014 Total revenue from contracts with customers 163,967 148,469 45,800 (50,535) 3 07,701 Gross profit 62,397 61,984 22,456 \u2014 146,837 Results Adjusted segment EBITDA 33,052 32,810 11,236 (3,239) 73,859 Depreciation and amortisation of development costs, software and patents (3,799) (3,201) (1,292) (677) (8,969) Adjusted operating profit/(loss) 29,253 29,609 9,944 (3,916) 64,890 Amortisation of intangible assets acquired through business combinations (6,978) (6,365) (1,142) \u2014 (14,485) Business combination-related operating costs \u2014 \u2014 \u2014 383 383 Operating profit/(loss) 22,275 23,244 8,802 (3,533) 50,788 Unallocated expenses Net finance cost \u2014 \u2014 99 (2,13 5) (2,036) Re-measurement of future consideration \u2014 \u2014 \u2014 (955) (955) Re-measurement of financial liability \u2014 \u2014 \u2014 (583) (583) Profit/(loss) before tax 22,275 23,244 8,901 (7,20 6) 47,214 Note 1. Included in the Continental Europe revenue is \u00a34,530,000 of inorganic revenue from the business combination of ERI, VMI and I-Vent (2022: \u00a322,464,00000 of inorganic revenue from the business combination of ClimaRad BV, Klimatfabriken, Rtek and ERI). Geographic information Revenue from external customers by customer destination 2023 \u00a3000 2022 \u00a3000 United Kingdom 132,507 119,371 Europe (excluding United Kingdom and Sweden) 119,289 112,886 Sweden 23,328 24,431 Australasia 47,6 6 8 45,780 Rest of the world 5,216 5,233 Total revenue from contracts with customers 328,008 3 07,701 Non-current assets excluding deferred tax 2023 \u00a3000 2022 \u00a3000 United Kingdom 121,458 117,70 4 Europe (excluding United Kingdom and Nordics) 106,502 79,408 Nordics 33,901 35,930 Australasia 46,225 49,013 Total 308,086 282,055 Information about major customers Annual revenue from no individual customer accounts for more than 10% of Group revenue in either the current or prior year. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-429": {
"value": "Accounting policy The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker, which is considered to be the Chief Executive Officer of the Group. In identifying its operating segments, management follows the Group\u2019s market sectors. These are UK including OEM (Torin-Sifan), Continental Europe (Nordics and Central Europe) and Australasia. The measure of revenue reported to the chief operating decision maker to assess performance is total revenue for each operating segment. The measure of profit reported to the chief operating decision maker to assess performance is adjusted operating profit (see note 34 for definition) for each operating segment. Gross profit and the analysis below segment profit is additional voluntary information and not \u201csegment information\u201d prepared in accordance with IFRS 8. Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed on a Group basis. Total assets and liabilities are not disclosed as this information is not provided by operating segment to the chief operating decision maker on a regular basis. Transfer prices between operating segments are on an arm\u2019s length basis on terms similar to transactions with third parties. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-430": {
"value": "Geographic information Revenue from external customers by customer destination 2023 \u00a3000 2022 \u00a3000 United Kingdom 132,507 119,371 Europe (excluding United Kingdom and Sweden) 119,289 112,886 Sweden 23,328 24,431 Australasia 47,6 6 8 45,780 Rest of the world 5,216 5,233 Total revenue from contracts with customers 328,008 3 07,701 Non-current assets excluding deferred tax 2023 \u00a3000 2022 \u00a3000 United Kingdom 121,458 117,70 4 Europe (excluding United Kingdom and Nordics) 106,502 79,408 Nordics 33,901 35,930 Australasia 46,225 49,013 Total 308,086 282,055 Information about major customers Annual revenue from no individual customer accounts for more than 10% of Group revenue in either the current or prior year. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeographicalAreasExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-431": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-432": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-433": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-434": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceCostExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-435": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-436": {
"value": "5. Finance revenue and costs Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. 2023 \u00a3000 2022 \u00a3000 Finance revenue Net gain on financial instruments at fair value \u2014 1,329 Interest receivable 65 4 Total finance revenue 65 1,333 Finance costs Net loss on financial instruments at fair value (1,599) \u2014 Interest payable on bank loans (3,087) (1,828) Amortisation of finance costs (452) (442) Lease interest (635) (520) Other interest (740) (579) Total finance costs (6,513) (3,369) Net finance costs (6,448) (2,036) The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group\u2019s financial derivatives can be found in note 22. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-437": {
"value": "Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-438": {
"value": "Accounting policy Finance revenue Finance revenue is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-439": {
"value": "Net financing costs Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income and expense is recognised as it accrues in the statement of comprehensive income using the effective interest method. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-440": {
"value": "6. Staff costs Accounting policy Pensions Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they become payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees represents the amounts paid by the Group to various defined contribution pension schemes operated by the Group in the financial period. Staff costs 2023 \u00a3000 2022 \u00a3000 Wages and salaries 64,858 60,439 Social security costs 7,210 6,825 Other pension costs 2,625 2,442 Share-based payment charge (see note 32) 1,357 1,115 76,050 70,821 Other pension costs relate to the Group\u2019s contribution to defined contribution pension plans. Total contributions payable in the next financial year are expected to be at rates broadly similar to those in 2022/23 but based on actual salary levels in 2023/24. Average monthly number of employees in the year 2023 Number 2022 Number Production 1,10 0 1,126 Sales and administration 771 772 1,871 1,898 Directors\u2019 remuneration 2023 \u00a3000 2022 \u00a3000 Amounts paid in respect of qualifying services Aggregate Directors\u2019 remuneration 3,748 3,497 Aggregate Directors\u2019 pension scheme contributions 59 72 In respect of the highest paid Director Aggregate Director\u2019s remuneration 2,298 2,14 8 Aggregate Director\u2019s pension scheme contributions 48 55 The number of Directors accruing benefits under Group money purchase pension arrangements was \u00a3nil (2022: \u00a3nil). The Group also incurred fees and expenses of \u00a3400,000 (2022: \u00a3367,000) in respect of Paul Hollingworth, Tony Reading, Claire Tiney, Amanda Mellor, Nigel Lingwood, Margaret Amos and Jonathan Davis for their services as Non-Executive Directors. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-441": {
"value": "Accounting policy Pensions Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they become payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees represents the amounts paid by the Group to various defined contribution pension schemes operated by the Group in the financial period. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-442": {
"value": "7. Other operating expenses Accounting policy The Group\u2019s research and development concentrates on the development of new products. Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below. Cost of sales, distribution costs and administrative expenses include the following: 2023 \u00a3000 2022 \u00a3000 Cost of sales Costs of inventories recognised as expenses 131,227 125,836 Depreciation of property, plant and equipment 2,311 1,696 Depreciation of right-of-use assets 2,507 2,081 Amortisation and impairment of intangible assets 254 375 Administrative and distribution expenses Research and development costs 4,485 4,481 Depreciation of property, plant and equipment 1,791 2,120 Depreciation of right-of-use assets 1,388 1,531 Amortisation and impairment of intangible assets 12,320 15,651 Net foreign exchange differences (190) (695) Gain on disposal of property, plant and equipment, and intangible assets \u2013 other (17) (51) ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-443": {
"value": "7. Other operating expenses Accounting policy The Group\u2019s research and development concentrates on the development of new products. Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below. Cost of sales, distribution costs and administrative expenses include the following: 2023 \u00a3000 2022 \u00a3000 Cost of sales Costs of inventories recognised as expenses 131,227 125,836 Depreciation of property, plant and equipment 2,311 1,696 Depreciation of right-of-use assets 2,507 2,081 Amortisation and impairment of intangible assets 254 375 Administrative and distribution expenses Research and development costs 4,485 4,481 Depreciation of property, plant and equipment 1,791 2,120 Depreciation of right-of-use assets 1,388 1,531 Amortisation and impairment of intangible assets 12,320 15,651 Net foreign exchange differences (190) (695) Gain on disposal of property, plant and equipment, and intangible assets \u2013 other (17) (51) ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-444": {
"value": "Accounting policy The Group\u2019s research and development concentrates on the development of new products. Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-445": {
"value": "8. Auditor\u2019s remuneration The Group paid the following amounts to its auditor, Ernst & Young LLP, and its member firms in respect of the audit of the financial statements and for other services provided to the Group: 2023 \u00a3000 2022 \u00a3000 Audit services Fees for the audit of the parent and Group financial statements 332 310 Fees for local statutory audits of subsidiaries 488 423 Non-audit services Fees payable for interim review 99 95 Total 919 828 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-446": {
"value": "9. Income tax Accounting policy Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date. The Group\u2019s deferred tax policy can be found in note 26. (a) Income tax charges against profit for the year 2023 \u00a3000 2022 \u00a3000 Current income tax Current UK income tax expense 4,694 4,897 Current foreign income tax expense 8,887 9,075 Tax credit relating to the prior year (638) (673) Total current tax 12,943 13,299 Deferred tax Origination and reversal of temporary differences (2,023) (2,851) Effect of changes in the tax rate (223) 200 Tax charge relating to the prior year 740 894 Total deferred tax (1,506) (1,757) Net tax charge reported in the consolidated statement of comprehensive income 11,437 11,542 (b) Income tax recognised in equity for the year 2023 \u00a3000 2022 \u00a3000 Increase in deferred tax asset on share-based payments (343) (685) Net tax credit reported in equity (343) (685) (c) Reconciliation of total tax 2023 \u00a3000 2022 \u00a3000 Profit before tax 48,819 47,214 Profit before tax multiplied by the standard rate of corporation tax in the UK of 21.00% (2022: 19.00%) 10,252 8,971 Adjustment in respect of previous years 102 221 Expenses not deductible for tax purposes 1,473 1,161 Effect of changes in the tax rate (see explanation below) (164) 200 Non-taxable income \u2014 (391) Higher overseas tax rate 184 1,602 Patent box (410) (330) Other \u2014 108 Net tax charge reported in the consolidated statement of comprehensive income 11,437 11,542 Our reported effective tax rate for the period was 23.4% (2022: 24.4%). Our underlying effective tax rate, on adjusted profit before tax, was 21.9% (2022: 22.4%). On 24 May 2021, legislation was passed which substantively enacted an increase in UK corporation tax rate from 19% to 25% from April 2023. Deferred tax on the balance sheet at 31 July 2023 was therefore measured at 25%. The higher overseas tax rates relate to the Group\u2019s profits from subsidiaries which are subject to tax jurisdictions with a higher rate of tax compared to the standard rate of corporation tax in the UK (see note 30 for subsidiary locations). We expect our medium-term reported effective tax rate to be in the range of 29% to 35% of the Group\u2019s reported profit before tax and our underlying effective tax rate to be in the range of 22% to 25% of the Group\u2019s adjusted profit before tax. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-447": {
"value": "Accounting policy Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date. The Group\u2019s deferred tax policy can be found in note 26. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-448": {
"value": "10. Earnings per share (EPS) Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 3,365,875 dilutive potential ordinary shares at 31 July 2023 (2022: 2,966,484). The following reflects the income and share data used in the basic and diluted earnings per share computations: Year ended 31 July 2023 \u00a3000 2022 \u00a3000 Profit attributable to ordinary equity holders 37,382 35,672 Number Number Weighted average number of ordinary shares for basic earnings per share 197,131, 6 5 0 197,52 2 ,14 3 Effect of dilution from: Share options 2,658,209 2,525,713 Weighted average number of ordinary shares for diluted earnings per share 199,789,859 20 0,0 47,8 5 6 Earnings per share Basic 19.0p 18.1p Diluted 18.7p 17.8 p Year ended 31 July 2023 \u00a3000 2022 \u00a3000 Adjusted profit attributable to ordinary equity holders 50,832 47,315 Number Number Weighted average number of ordinary shares for adjusted basic earnings per share 197,131, 6 5 0 197,52 2 ,14 3 Effect of dilution from: Share options 2,658,209 2,525,713 Weighted average number of ordinary shares for adjusted diluted earnings per share 199,789,859 20 0,0 47,8 5 6 Adjusted earnings per share Basic 25.8p 24.0p Diluted 25.4p 23.7p The weighted average number of ordinary shares has declined as a result of treasury shares held by the Volution Employee Benefit Trust (EBT) during the year (see note 25 for details). The shares are excluded when calculating the reported and adjusted EPS. Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted earnings. See note 34, Glossary of terms, for an explanation of the adjusted basic and diluted earnings per share calculation. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-449": {
"value": "11. Property, plant and equipment Accounting policy Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred. Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over their estimated useful lives using the straight line method. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any changes in estimates accounted for on a prospective basis. The following useful lives are used in the calculation of depreciation: Buildings \u2013 30\u201350 years Plant and machinery \u2013 5\u201310 years Fixtures, fittings, tools, equipment and vehicles \u2013 4\u201310 years The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income as part of administrative expenses. The Group\u2019s impairment policy can be found in note 13. 2023 Freehold land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 Cost At 1 August 2022 17,480 17,0 22 12,923 47, 425 On business combinations \u2014 514 \u2014 514 Additions 486 2 ,110 2,318 4,914 Disposals (18) (185) (655) (858) Net foreign currency exchange differences 61 (21) (506) (466) At 31 July 2023 18,009 19,440 14,080 51,529 Depreciation At 1 August 2022 5,011 6,493 7,68 6 19,190 Charge for the year 527 1,619 1,956 4,10 2 Disposals (56) (129) (524) (709) Net foreign currency exchange differences (46) (124) (332) (502) At 31 July 2023 5,436 7,859 8,786 22,081 Net book value At 31 July 2023 12,573 11,581 5,294 29,448 2022 Freehold land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 Cost At 1 August 2021 15,370 13,840 11,544 40,754 On business combinations 2,046 1,739 92 3,877 Additions 341 2,237 2,19 5 4,773 Disposals \u2014 (531) (812) (1,343) Net foreign currency exchange differences (277) (263) (96) (636) At 31 July 2022 17,4 8 0 17,022 12,923 47,425 Depreciation At 1 August 2021 4,542 5,795 6,509 16,846 Charge for the year 517 1,339 1,960 3,816 Disposals \u2014 (523) (709) (1,232) Net foreign currency exchange differences (48) (118) (74) (240) At 31 July 2022 5,011 6,493 7,6 8 6 19,190 Net book value At 31 July 2022 12,469 10,529 5,237 28,235 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-450": {
"value": "Accounting policy Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred. Depreciation is charged so as to write off the cost or valuation of assets, except freehold land, over their estimated useful lives using the straight line method. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any changes in estimates accounted for on a prospective basis. The following useful lives are used in the calculation of depreciation: Buildings \u2013 30\u201350 years Plant and machinery \u2013 5\u201310 years Fixtures, fittings, tools, equipment and vehicles \u2013 4\u201310 years The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income as part of administrative expenses. The Group\u2019s impairment policy can be found in note 13. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-451": {
"value": "12. Intangible assets \u2013 goodwill Accounting policy Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units. Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. See note 13 for the Group\u2019s impairment assessment. Goodwill \u00a3000 Cost and net book value At 1 August 2021 137,710 On the business combination of ERI 5,13 4 Net foreign currency exchange differences (183) At 31 July 2022 142,661 On the business combination of VMI 4,072 On the business combination of I-Vent 19,813 On the business combination of ClimaRad 126 Net foreign currency exchange differences (1,799) At 31 July 2023 164,873 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-452": {
"value": "12. Intangible assets \u2013 goodwill Accounting policy Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units. Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. See note 13 for the Group\u2019s impairment assessment. Goodwill \u00a3000 Cost and net book value At 1 August 2021 137,710 On the business combination of ERI 5,13 4 Net foreign currency exchange differences (183) At 31 July 2022 142,661 On the business combination of VMI 4,072 On the business combination of I-Vent 19,813 On the business combination of ClimaRad 126 Net foreign currency exchange differences (1,799) At 31 July 2023 164,873 14. Intangible assets \u2013 other Accounting policy Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs \u2013 10 years Software costs \u2013 5\u201310 years Customer base \u2013 5\u201315 years Trademarks \u2013 15\u201325 years Patents/technology \u2013 5\u201325 years Other \u2013 5 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. 2023 Development costs \u00a3000 Software costs \u00a3000 Customer base \u00a3000 Trademarks \u00a3000 Patents/ technology \u00a3000 Other \u00a3000 Total \u00a3000 Cost At 1 August 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437 Additions 2,310 568 171 \u2014 \u2014 \u2014 3,049 On business combinations 2,466 1 1,175 1,626 \u2014 \u2014 5,268 Disposals \u2014 (50) \u2014 \u2014 \u2014 \u2014 (50) Net foreign currency exchange differences \u2014 (77) (519) (471) 53 \u2014 (1,014) At 31 July 2023 12,732 10,277 160,841 55,260 3,417 1,16 3 243,690 Amortisation At 1 August 2022 2,601 6,282 114,12 0 22,678 2,001 1,16 3 148,845 Charge for the year 702 1,080 5,507 5,037 248 \u2014 12,574 Disposals \u2014 (41) \u2014 \u2014 \u2014 \u2014 (41) Net foreign currency exchange differences (37) (163) (698) (583) (70) \u2014 (1,551) At 31 July 2023 3,266 7,15 8 118,929 27,132 2,179 1,16 3 159,827 Net book value At 31 July 2023 9,466 3,119 41,912 28,128 1,238 \u2014 83,863 Included in software costs are assets under construction of \u00a354,000 (2022: \u00a348,000), which are not amortised. Included in development costs are assets under construction of \u00a31,505,000 (2022: \u00a31,501,000), which are not amortised. 2022 Development costs \u00a3000 Software costs \u00a3000 Customer base \u00a3000 Trademarks \u00a3000 Patents/ technology \u00a3000 Other \u00a3000 Total \u00a3000 Cost At 1 August 2021 6,783 9,698 147,582 51,447 3,410 1,16 3 220,083 Additions 1,245 238 755 \u2014 \u2014 \u2014 2,238 On business combinations 6 39 12,957 2,933 19 \u2014 15,954 Disposals (25) (122) \u2014 \u2014 \u2014 \u2014 (147) Net foreign currency exchange differences (53) (18) (1,280) (275) (65) \u2014 (1,691) At 31 July 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437 Amortisation At 1 August 2021 2,039 5,503 106,202 18,127 1,676 1,16 3 134,710 Charge for the year 620 932 9,207 4,868 399 \u2014 16,026 Disposals (8) (122) \u2014 \u2014 \u2014 \u2014 (130) Net foreign currency exchange differences (50) (31) (1,289) (317) (74) \u2014 (1,761) At 31 July 2022 2,601 6,282 114 ,12 0 22,678 2,001 1,16 3 148,845 Net book value At 31 July 2022 5,355 3,553 45,894 31,427 1,363 \u2014 87,592 The remaining amortisation periods for acquired intangible assets at 31 July 2023 are as follows: Customer base Trademark Patent/ technology/ other Volution Holdings Limited and its subsidiaries 1 year 15 years \u2014 Fresh AB and its subsidiaries \u2014 10 years \u2014 PAX AB and PAX Norge AS \u2014 11 years \u2014 inVENTer GmbH 1 year 12 years 12 years Ventilair Group International BVBA and its subsidiaries 1 year 3 years \u2014 Energy Technique Limited and its subsidiaries 2 years 14 years \u2014 NVA Services Limited and its subsidiaries 4 years 9 years \u2014 Breathing Buildings Limited 4 years 9 years \u2014 VoltAir System AB 10 years 10 years \u2014 Simx Limited 11 years 21 years \u2014 Oy Pamon Ab 6 years 16 years 6 years Air Connection ApS 6 years \u2014 \u2014 Nordic Line ApS \u2014 \u2014 \u2014 Ventair Pty Limited 8 years 18 years \u2014 ClimaRad BV 7 years 14 years \u2014 Nordiska Klimatfabriken AB 4 years 9 years \u2014 Energent Oy 4 years 9 years \u2014 ERI 9 years 19 years \u2014 VMI 8 years 10 years 5 years I-Vent \u2014 20 years \u2014 Individually material intangible assets with definite useful lives: Carrying amount 2023 \u00a3000 Remaining amortisation period 2023 Years Customer base Simx Limited 6,10 2 11 years ClimaRad BV 10,462 7 years ERI 10,517 9 years Trademark Volution Holdings Limited and its subsidiaries 16,885 15 years ClimaRad BV 2,671 14 years ERI 2,663 19 years ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-453": {
"value": "Accounting policy Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units. Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. See note 13 for the Group\u2019s impairment assessment. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-454": {
"value": "Accounting policy Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the Group\u2019s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units. Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. See note 13 for the Group\u2019s impairment assessment. Accounting policy Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs \u2013 10 years Software costs \u2013 5\u201310 years Customer base \u2013 5\u201315 years Trademarks \u2013 15\u201325 years Patents/technology \u2013 5\u201325 years Other \u2013 5 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-455": {
"value": "13. Impairment assessment of goodwill Accounting policy Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the asset\u2019s fair value less costs of disposal and value in use. Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK Ventilation, Central Europe, Nordics, Australasia and OEM. This is also the level at which management is monitoring the value of goodwill for internal management purposes. Judgements and estimates Impairment of goodwill The Group\u2019s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher of fair value less costs of disposal and value in use. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. Management has reviewed the Group\u2019s assets and cash inflows and identified the lowest aggregation of assets that generate largely independent cash inflows. The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the discount rate used for the discounted cash flow model as well as assumptions and estimates of expected future cash flows and the growth rate used for extrapolation purposes. The current economic and political uncertainty has increased the level of estimation uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has modelled a range of scenarios to consider the impact on the carrying value of its assets as described in the going concern statement in the risk management and principal risks section. We have tested the sensitivity of our headroom calculations in relation to the above assumptions and estimates and the Group does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their recoverable value are reasonably possible, and hence are not major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. 31 July 2023 UK Ventilation \u00a3000 OEM (Torin-Sifan) \u00a3000 Nordics \u00a3000 Central Europe \u00a3000 Australasia \u00a3000 Carrying value of goodwill 55,899 5,10 1 18,637 6 3 ,10 9 25,673 CGU value in use headroom 1 166,576 12,382 47,383 28,396 27,73 0 As at 31 July 2022 calculated headroom was: 31 July 2022 UK Ventilation \u00a3000 OEM (Torin-Sifan) \u00a3000 Nordics \u00a3000 Central Europe \u00a3000 Australasia \u00a3000 Carrying value of goodwill 55,899 5,10 1 19,022 3 5,16 5 27,474 CGU value in use headroom 1 152,066 21,821 71,987 61,517 32,446 Note 1. Headroom is calculated by comparing the value in use (VIU) of a group of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets (tangible and intangible), goodwill and operating working capital (current assets and liabilities). Impairment review Under IAS 36 Impairment of Assets, the Group is required to complete a full impairment review of goodwill, which has been performed using a value in use calculation. A discounted cash flow (DCF) model was used, taking a period of five years, which has been established using pre-tax discount rates of 13.8% to 16.8% (2022: 12.1% to 15.7%) over that period. In all CGUs it was concluded that the carrying amount was in excess of the value in use and all CGUs had positive headroom. When assessing for impairment of goodwill, we have considered the impact of climate change, particularly in the context of the risks and opportunities identified in the TCFD disclosure in the Annual Report. We have not identified any material short and medium-term impacts from climate change that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are more uncertain and we will continue to assess these risks at each reporting period. Assumptions in the value in use calculation The calculation of value in use for all CGUs is most sensitive to the following assumptions: \u2022 specific growth rates have been used for each of the CGUs for the five-year forecast period based on historical growth rates and market expectations; \u2022 long-term growth rates of 2% (2022: 2%) for all CGUs have been applied to the period beyond which budgets and forecasts do not exist, based on historical macroeconomic performance and projections for the geographies in which the CGUs operate; and \u2022 discount rates reflect the current market assessment of the risks specific to each operation. The pre-tax discount rates used for each CGU are: UK Ventilation: 14.2% (2022: 13.0%); OEM (Torin-Sifan): 15.4% (2022: 14.0%); Nordics: 13.8% (2022: 12.1%); Central Europe: 14.4% (2022: 12.2%); and Australasia: 16.8% (2022: 15.7%). The value in use headroom for each CGU has been set out above. We have tested the sensitivity of our headroom calculations in relation to the above assumptions and the Group does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their recoverable value are reasonably possible. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-456": {
"value": "Accounting policy Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the asset\u2019s fair value less costs of disposal and value in use. Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash generating units (CGUs). These grouped CGUs are: UK Ventilation, Central Europe, Nordics, Australasia and OEM. This is also the level at which management is monitoring the value of goodwill for internal management purposes. Judgements and estimates Impairment of goodwill The Group\u2019s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher of fair value less costs of disposal and value in use. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. Management has reviewed the Group\u2019s assets and cash inflows and identified the lowest aggregation of assets that generate largely independent cash inflows. The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the discount rate used for the discounted cash flow model as well as assumptions and estimates of expected future cash flows and the growth rate used for extrapolation purposes. The current economic and political uncertainty has increased the level of estimation uncertainty as the impact on countries and markets continues to be uncertain; however, the Group has modelled a range of scenarios to consider the impact on the carrying value of its assets as described in the going concern statement in the risk management and principal risks section. We have tested the sensitivity of our headroom calculations in relation to the above assumptions and estimates and the Group does not consider that changes in these assumptions that could cause the carrying value of the CGUs to materially exceed their recoverable value are reasonably possible, and hence are not major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-457": {
"value": "14. Intangible assets \u2013 other Accounting policy Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs \u2013 10 years Software costs \u2013 5\u201310 years Customer base \u2013 5\u201315 years Trademarks \u2013 15\u201325 years Patents/technology \u2013 5\u201325 years Other \u2013 5 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. 2023 Development costs \u00a3000 Software costs \u00a3000 Customer base \u00a3000 Trademarks \u00a3000 Patents/ technology \u00a3000 Other \u00a3000 Total \u00a3000 Cost At 1 August 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437 Additions 2,310 568 171 \u2014 \u2014 \u2014 3,049 On business combinations 2,466 1 1,175 1,626 \u2014 \u2014 5,268 Disposals \u2014 (50) \u2014 \u2014 \u2014 \u2014 (50) Net foreign currency exchange differences \u2014 (77) (519) (471) 53 \u2014 (1,014) At 31 July 2023 12,732 10,277 160,841 55,260 3,417 1,16 3 243,690 Amortisation At 1 August 2022 2,601 6,282 114,12 0 22,678 2,001 1,16 3 148,845 Charge for the year 702 1,080 5,507 5,037 248 \u2014 12,574 Disposals \u2014 (41) \u2014 \u2014 \u2014 \u2014 (41) Net foreign currency exchange differences (37) (163) (698) (583) (70) \u2014 (1,551) At 31 July 2023 3,266 7,15 8 118,929 27,132 2,179 1,16 3 159,827 Net book value At 31 July 2023 9,466 3,119 41,912 28,128 1,238 \u2014 83,863 Included in software costs are assets under construction of \u00a354,000 (2022: \u00a348,000), which are not amortised. Included in development costs are assets under construction of \u00a31,505,000 (2022: \u00a31,501,000), which are not amortised. 2022 Development costs \u00a3000 Software costs \u00a3000 Customer base \u00a3000 Trademarks \u00a3000 Patents/ technology \u00a3000 Other \u00a3000 Total \u00a3000 Cost At 1 August 2021 6,783 9,698 147,582 51,447 3,410 1,16 3 220,083 Additions 1,245 238 755 \u2014 \u2014 \u2014 2,238 On business combinations 6 39 12,957 2,933 19 \u2014 15,954 Disposals (25) (122) \u2014 \u2014 \u2014 \u2014 (147) Net foreign currency exchange differences (53) (18) (1,280) (275) (65) \u2014 (1,691) At 31 July 2022 7,9 5 6 9,835 160,014 5 4,10 5 3,364 1,16 3 236,437 Amortisation At 1 August 2021 2,039 5,503 106,202 18,127 1,676 1,16 3 134,710 Charge for the year 620 932 9,207 4,868 399 \u2014 16,026 Disposals (8) (122) \u2014 \u2014 \u2014 \u2014 (130) Net foreign currency exchange differences (50) (31) (1,289) (317) (74) \u2014 (1,761) At 31 July 2022 2,601 6,282 114 ,12 0 22,678 2,001 1,16 3 148,845 Net book value At 31 July 2022 5,355 3,553 45,894 31,427 1,363 \u2014 87,592 The remaining amortisation periods for acquired intangible assets at 31 July 2023 are as follows: Customer base Trademark Patent/ technology/ other Volution Holdings Limited and its subsidiaries 1 year 15 years \u2014 Fresh AB and its subsidiaries \u2014 10 years \u2014 PAX AB and PAX Norge AS \u2014 11 years \u2014 inVENTer GmbH 1 year 12 years 12 years Ventilair Group International BVBA and its subsidiaries 1 year 3 years \u2014 Energy Technique Limited and its subsidiaries 2 years 14 years \u2014 NVA Services Limited and its subsidiaries 4 years 9 years \u2014 Breathing Buildings Limited 4 years 9 years \u2014 VoltAir System AB 10 years 10 years \u2014 Simx Limited 11 years 21 years \u2014 Oy Pamon Ab 6 years 16 years 6 years Air Connection ApS 6 years \u2014 \u2014 Nordic Line ApS \u2014 \u2014 \u2014 Ventair Pty Limited 8 years 18 years \u2014 ClimaRad BV 7 years 14 years \u2014 Nordiska Klimatfabriken AB 4 years 9 years \u2014 Energent Oy 4 years 9 years \u2014 ERI 9 years 19 years \u2014 VMI 8 years 10 years 5 years I-Vent \u2014 20 years \u2014 Individually material intangible assets with definite useful lives: Carrying amount 2023 \u00a3000 Remaining amortisation period 2023 Years Customer base Simx Limited 6,10 2 11 years ClimaRad BV 10,462 7 years ERI 10,517 9 years Trademark Volution Holdings Limited and its subsidiaries 16,885 15 years ClimaRad BV 2,671 14 years ERI 2,663 19 years ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-458": {
"value": "Accounting policy Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the business combination date. The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is determined using the relief-from-royalty method or multi-period excess earnings method. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Research and development Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Subsequent measurement of intangible assets Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows: Development costs \u2013 10 years Software costs \u2013 5\u201310 years Customer base \u2013 5\u201315 years Trademarks \u2013 15\u201325 years Patents/technology \u2013 5\u201325 years Other \u2013 5 years The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Judgements and estimates Impairment of other intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its other 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 Group estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified. The identification of the Group\u2019s cash generating units (CGUs) used for impairment testing is considered a critical judgement within the scope of paragraph 122 of IAS1. The 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. Impairment losses are immediately recognised in the statement of comprehensive income. The assumptions and sensitivities in respect of the Group\u2019s other intangible assets are included in note 13, and are not considered major sources of estimation uncertainties under the scope of paragraph 125 of IAS1. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-459": {
"value": "15. Business combinations Accounting policy Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business combination costs incurred are expensed. When the Group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the business combination date. Contingent consideration resulting from business combinations is accounted for at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of fair value is based on discounted cash flows. The key estimates and assumptions used in determining the discounted cash flows take into consideration the probability of meeting each performance target and a discount factor. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and hence is not within the scope of paragraph 125 of IAS 1. Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash generating units (CGUs) that are expected to benefit from the combination, irrespective of whether assets or liabilities of the business combination are assigned to those units. Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. Business combinations in the year ended 31 July 2023 VMI On 4 April 2023, Volution Group plc acquired the entire share capital of Ventilairsec (VMI), a company based in Nantes, France. VMI designs and manufactures a range of residential ventilation systems focused on a low carbon positive input ventilation technology known as \u201cVMI\u201d. The acquisition provides Volution with direct access to the French market, one of the largest ventilation markets in Europe. The acquisition of VMI is in line with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and existing markets and geographies. Total consideration for the purchase of the entire issued share capital was \u00a37.9 million (\u20ac9.0 million), net of cash acquired, with a further contingent cash consideration of up to \u20ac5 million. Contingent consideration was assessed based on the current estimate of the future performance of the business for the year ended 31 December 2023 as \u00a3nil, with a range from \u20ac0\u2013\u20ac5,000,000, based on EBITDA performance from \u20ac1,600,000 to \u20ac3,000,000 for year ended 31 December 2023. If actual EBITDA for the year ended 31 December 2023 varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a3600,000. The fair value of contingent consideration is calculated by estimating the future cash flows for the company based on management\u2019s knowledge of the business and how the current economic environment is likely to impact performance. Transaction costs relating to professional fees associated with the business combination in the year ended 31 July 2023 were \u00a3532,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. The fair value of the net assets acquired is set out below: Book value \u00a3000 Fair value adjustments \u00a3000 Fair value \u00a3000 Intangible assets 1,217 2,369 3,586 Property, plant and equipment 224 \u2014 224 Inventory 1,180 \u2014 1,18 0 Trade and other receivables 1,445 \u2014 1,445 Trade and other payables (1,314) 213 (1,10 1) Debt (894) \u2014 (894) Deferred tax liabilities \u2014 (592) (592) Cash and cash equivalents 1,371 \u2014 1,371 Total identifiable net assets 3,229 1,990 5,219 Goodwill on the business combination 4,072 Discharged by: Cash consideration 9,291 Goodwill of \u00a34,072,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the acquired trade name and customer base was identified and included in intangible assets. The gross amount of trade and other receivables is \u00a31,445,000. The amounts for trade and other receivables not expected to be collected are \u00a3nil. VMI generated revenue of \u00a32,057,000 and profit after tax of \u00a371,000 in the period from the business combination to 31 July 2023 that are included in the consolidated statement of comprehensive income for this reporting period. If the combination had taken place at 1 August 2022, the Group\u2019s revenue would have been \u00a38,272,000 higher and the profit after tax from continuing operations would have been \u00a3796,000 higher than reported. I-Vent On 22 June 2023, Volution Group plc acquired the entire share capital of I-Vent, a company based in Slovenia and Croatia. I-Vent designs, manufactures and supplies residential ventilation systems, primarily focused on decentralised heat recovery. The acquisition of I-Vent is in line with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and existing markets and geographies Total consideration for the purchase of the entire issued share capital was \u00a321.7 million (\u20ac25.2 million), net of cash acquired, with a further contingent cash consideration of up to \u20ac15.0 million. Contingent consideration was assessed based on the current estimate of the future performance of the business as \u00a3nil, with a range and performance thresholds for each of 3 years of; year 1 range from \u20ac0 - \u20ac3,000,000, based on EBITDA performance from \u20ac3,600,000 to \u20ac4,080,000 for year ended 31/12/23, year 2 range from \u20ac0 - \u20ac5,000,000, based on EBITDA performance from \u20ac4,080,000 to \u20ac5,280,000 for year ended 31/12/24, and year 3 range from \u20ac0 - \u20ac7,000,000, based on EBITDA performance from \u20ac5,280,000 to \u20ac7,5000,000 for year ended 31/12/25. If actual EBITDA for each year varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a33,000,000. The fair value of contingent consideration is calculated by estimating the future cash flows for the company based on management\u2019s knowledge of the business and how the current economic environment is likely to impact performance. Transaction costs relating to professional fees associated with the business combination in the year ended 31 July 2023 were \u00a398,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. The fair value of the net assets acquired is set out below: Book value \u00a3000 Fair value adjustments \u00a3000 Fair value \u00a3000 Intangible assets 55 1,626 1,681 Property, plant and equipment 290 \u2014 290 Inventory 959 \u2014 959 Trade and other receivables 290 \u2014 290 Trade and other payables (1,011) \u2014 (1,011) Deferred tax liabilities \u2014 (372) (372) Cash and cash equivalents 3,099 \u2014 3,099 Total identifiable net assets 3,682 1,254 4,936 Goodwill on the business combination 19,813 Discharged by: Cash consideration 24,749 Goodwill of \u00a319,813,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination, the experience and skill of the acquired workforce, and from the access to this important and growing market that the acquisition allows. The fair value of the acquired trade name and customer base was identified and included in intangible assets. The gross amount of trade and other receivables is \u00a3290,000. The amounts for trade and other receivables not expected to be collected are \u00a3nil. I-Vent generated revenue of \u00a3621,000 and profit after tax of \u00a331,000 in the period from the business combination to 31 July 2023 that are included in the consolidated statement of comprehensive income for this reporting period. If the combination had taken place at 1 August 2022, the Group\u2019s revenue would have been \u00a38,143,000 higher and the profit after tax from continuing operations would have been \u00a32,198,000 higher than reported. Business combinations in the year ended 31 July 2022 ERI On 9 September 2021, Volution Group acquired ERI Corporation, a leading manufacturer and supplier of low-carbon, energy efficient heat exchanger cells, for an initial consideration of \u20ac20.0 million with a further contingent cash consideration of up to \u20ac12.4 million based on stretching targets for the financial results for the year ending 31 December 2024. The acquisition of ERI Corporation is in line with the Group\u2019s strategy to grow by selectively acquiring value-adding businesses in new and existing markets and geographies. ERI designs and manufactures a range of innovative and highly efficient aluminium heat exchanger cells for use primarily in commercial heat recovery ventilation systems. Products are manufactured in ERI\u2019s modern, high quality production facility in Bitola, North Macedonia, and are supplied to heat recovery and air handling unit manufacturers predominantly in Europe, including existing Volution Group companies. The business combination encompasses 100% of the issued share capital of ERI Corporation DOO Bitola (North Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share capital of Energy Recovery Industries Corporation Ltd (UK). For the financial year ended 31 December 2020, ERI generated revenue of \u20ac11.3 million and profit before tax of \u20ac2.0 million. The fair value of the net assets acquired were as follows: Book value \u00a3000 Fair value adjustments \u00a3000 Fair value \u00a3000 Intangible assets 418 15,536 15,954 Property, plant and equipment 3,13 0 747 3,877 Inventory 2,276 \u2014 2,276 Trade and other receivables 3,626 \u2014 3,626 Trade and other payables (2,343) \u2014 (2,343) Deferred tax liabilities \u2014 (1,589) (1,589) Bank debt (3,227) \u2014 (3,227) Cash and cash equivalents 896 \u2014 896 Total identifiable net assets 4,776 14,694 19,470 Non-controlling interest in ERI UK (34) Goodwill on the business combination 5,13 4 Discharged by: Cash consideration (including deferred cash consideration) 16,892 Contingent consideration 7,678 Goodwill of \u00a35,134,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the acquired trademark and customer base was identified and included in intangible assets. The gross amount of trade and other receivables is \u00a33,626,000. All of the trade receivables are expected to be collected in full. Transaction costs relating to professional fees associated with the business combination in the period ended 31 July 2022 were \u00a3126,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. ERI generated revenue of \u00a315,215,000 and profit after tax of \u00a32,642,000 in the period from acquisition to 31 July 2022 that are included in the consolidated statement of comprehensive income for this reporting period. If the combination had taken place at 1 August 2021, the Group\u2019s revenue would have been \u00a3309,231,000 and the profit before tax from continuing operations would have been \u00a347,559,000. Cash outflows arising from business combinations are as follows: 2023 \u00a3000 2022 \u00a3000 VMI Cash consideration 9,291 \u2014 Less: cash acquired with the business (1,371) \u2014 I-Vent Cash consideration 24,749 \u2014 Less: cash acquired with the business (3,099) \u2014 ClimaRad Cash consideration1 126 \u2014 ERI Cash consideration \u2014 16,892 Less: cash acquired with the business \u2014 (896) Ventair Deferred cash consideration paid \u2014 4,16 3 Air Connection Deferred cash consideration paid \u2014 476 Total 29,696 20,635 Note: 1. During the year Volution Group plc purchased a small proportion of shares holding of ClimaRad for \u00a3126,000. Operating cash flows \u2013 cost of business combinations: 2023 \u00a3000 2022 \u00a3000 VMI 532 \u2014 I-Vent 98 \u2014 DVS 207 \u2014 ERI \u2014 126 Other potential or aborted business combinations 195 89 Total 1,032 215 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-460": {
"value": "Accounting policy Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business combination costs incurred are expensed. When the Group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the business combination date. Contingent consideration resulting from business combinations is accounted for at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of fair value is based on discounted cash flows. The key estimates and assumptions used in determining the discounted cash flows take into consideration the probability of meeting each performance target and a discount factor. The Group did not consider it reasonably possible, at the balance sheet date, that this was a major source of estimation uncertainty that could have a significant risk of resulting in a material adjustment to the liabilities recorded and hence is not within the scope of paragraph 125 of IAS 1. Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s cash generating units (CGUs) that are expected to benefit from the combination, irrespective of whether assets or liabilities of the business combination are assigned to those units. Non-controlling interests are identified separately from the Group\u2019s equity. Non-controlling interests consist of the amount of those interests at the date of the business combination and the non-controlling interest\u2019s share of changes in equity since that date. Non-controlling interests are measured at the non-controlling interest\u2019s share of the fair value of the identifiable net assets. Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any difference between the carrying value of the non-controlling interest and the liability is adjusted against retained earnings. The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the obligation or \u201cput liability\u201d is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the exercise price. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-461": {
"value": "16. Inventories Accounting policy Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is purchase cost on a first in, first out basis. The cost of work in progress and finished goods includes the cost of direct materials and labour and an appropriate portion of fixed and variable overhead expenses based on normal operating capacity but excludes borrowing costs. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell. 2023 \u00a3000 2022 \u00a3000 Raw materials and consumables 27,566 24,247 Work in progress 3,242 3,523 Finished goods and goods for resale 28,172 29,381 58,980 57,151 During 2023, \u00a3970,000 (2022: \u00a3865,000) was recognised as cost of sales for inventories written off in the year. Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled \u00a35,634,000 (2022: \u00a35,473,000). This provision was split amongst the three categories: \u00a33,187,000 (2022: \u00a32,926,000) for raw materials and consumables; \u00a3111,000 (2022: \u00a3146,000) for work in progress; and \u00a32,336,000 (2022: \u00a32,401,000) for finished goods and goods for resale. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInventoriesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-462": {
"value": "Accounting policy Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is purchase cost on a first in, first out basis. The cost of work in progress and finished goods includes the cost of direct materials and labour and an appropriate portion of fixed and variable overhead expenses based on normal operating capacity but excludes borrowing costs. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-463": {
"value": "17. Trade and other receivables Accounting policy Trade and other receivables are recognised when it is probable that a future economic benefit will flow to the Group. Trade and other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses. Provisions are made where there is evidence of a risk of non-payment taking into account ageing, previous experience and general economic conditions. Allowance for expected credit losses Allowance for expected credit losses is measured at an amount equal to lifetime expected credit losses (ECLs). For trade receivables the Group applies a simplified approach in calculating ECLs. Trade receivables have been grouped based on historical credit risk characteristics and the number of days from date of invoice. The expected loss rates are calculated using the provision matrix approach. Trade receivables are categorised by common risk characteristics that are representative of the customers\u2019 abilities to pay all amounts due in accordance with the contractual terms. The provision matrix is determined based on historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. Rebates receivable The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of sales (collectively referred to as rebates). Rebates are based on an agreed percentage of purchases, which will increase with the level of purchases made. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date. 2023 \u00a3000 2022 \u00a3000 Trade receivables 44,968 53,431 Allowance for expected credit loss (521) (772) 44,447 52,659 Other debtors 4,323 2,069 Prepayments 3,566 2,798 Total 52,336 57,526 Movement in the allowance for expected credit losses is set out below: 2023 \u00a3000 2022 \u00a3000 At the start of the year (772) (553) Charge for the year (39) (231) Amounts utilised 292 19 Foreign currency adjustment (2) (7) At the end of the year (521) (772) Gross trade receivables are denominated in the following currencies: 2023 \u00a3000 2022 \u00a3000 Sterling 25,361 30,639 US Dollar 723 677 Euro 8,16 5 9,665 Swedish Krona 2,713 3,216 New Zealand Dollar 2,946 3,073 Australian Dollar 3,914 4,262 Other 1,14 6 1,899 Total 44,968 53,431 Net trade receivables are aged as follows: 2023 \u00a3000 2022 \u00a3000 Neither past due nor impaired 40,547 41,297 Past due but not impaired Overdue 0\u201330 days 2,500 5,273 Overdue 31\u201360 days 598 2,283 Overdue 61\u201390 days 349 932 Overdue more than 90 days 453 2,874 Total 44,447 52,659 The credit quality of trade receivables that are neither past due nor impaired is assessed by reference to external credit ratings where available; otherwise, historical information relating to counterparty default rates is used. The Group continually assesses the recoverability of trade receivables and the level of provisioning required. Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-464": {
"value": "Accounting policy Trade and other receivables are recognised when it is probable that a future economic benefit will flow to the Group. Trade and other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses. Provisions are made where there is evidence of a risk of non-payment taking into account ageing, previous experience and general economic conditions. Allowance for expected credit losses Allowance for expected credit losses is measured at an amount equal to lifetime expected credit losses (ECLs). For trade receivables the Group applies a simplified approach in calculating ECLs. Trade receivables have been grouped based on historical credit risk characteristics and the number of days from date of invoice. The expected loss rates are calculated using the provision matrix approach. Trade receivables are categorised by common risk characteristics that are representative of the customers\u2019 abilities to pay all amounts due in accordance with the contractual terms. The provision matrix is determined based on historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. Rebates receivable The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of sales (collectively referred to as rebates). Rebates are based on an agreed percentage of purchases, which will increase with the level of purchases made. These agreements typically are not coterminous with the Group\u2019s year end and some of the amounts payable are subject to confirmation after the reporting date. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-465": {
"value": "18. Other financial assets 2023 Current \u00a3000 2022 Current \u00a3000 Financial assets Foreign exchange forward contracts \u2014 1,091 Total \u2014 1,091 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-466": {
"value": "19. Cash and cash equivalents Accounting policy Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. 2023 \u00a3000 2022 \u00a3000 Cash and short-term deposits 21,244 13,543 Cash and cash equivalents are denominated in the following currencies: 2023 \u00a3000 2022 \u00a3000 Sterling 6,276 3,004 Euro 9,828 4,654 US Dollar 200 519 Swedish Krona 34 1,082 New Zealand Dollar 2,240 1,987 Australian Dollar 1,339 1,370 Other 1,327 927 Total 21,244 13,543 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-467": {
"value": "Accounting policy Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-468": {
"value": "20. Trade and other payables 2023 \u00a3000 2022 \u00a3000 Trade payables 23,059 27,715 Social security and staff welfare costs 1,929 1,737 Accrued expenses 22,120 19,385 Total 47,108 48,837 Trade payables are non-interest bearing and are normally settled on 60-day terms. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-469": {
"value": "21. Leases Group as a lessee Accounting policy The Group leases a range of assets including property, plant and equipment and vehicles. Leases of property generally have lease terms of up to 20 years, plant and machinery between three and six years and motor vehicles and other equipment between two and five years. Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain re-measurements of the lease liability. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, restoration costs and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are depreciated on a straight line basis over the shorter of their estimated useful life and the lease term. At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group\u2019s lease liabilities are included in interest-bearing loans and borrowings. The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight line basis over the lease term. Set out below are the carrying amounts of right-of-use assets recognised and movements during the year: Right-of-use assets 2023 Land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 Cost At 1 August 2022 29,069 327 3,289 32,685 Additions 2,003 38 1,376 3,417 Remeasurement 4,223 \u2014 \u2014 4,223 Disposals \u2014 \u2014 (65) (65) Expiration of leases (156) (93) (110) (359) Net foreign currency exchange differences 1,602 (206) 193 1,589 At 31 July 2023 36,741 66 4,683 41,490 Depreciation At 1 August 2022 7,320 271 1,527 9,118 Charge for the period 3,286 33 576 3,895 Disposals \u2014 \u2014 (15) (15) Expiration of leases (156) (93) (110) (359) Net foreign currency exchange differences (713) (180) (158) (1,051) At 31 July 2023 9,737 31 1,820 11,588 Net book value At 31 July 2023 27,004 35 2,863 29,902 Right-of-use assets 2022 Land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 Cost At 1 August 2021 28,073 203 2,819 31,095 Additions 2,657 30 639 3,326 Disposals \u2014 (19) (149) (168) Expiration of leases (1,634) (78) (184) (1,896) Net foreign currency exchange differences (27) 191 164 328 At 31 July 2022 29,069 327 3,289 32,685 Depreciation At 1 August 2021 5,298 139 1,181 6,618 Charge for the period 2,967 99 546 3,612 Disposals \u2014 (15) (51) (66) Expiration of leases (1,634) (78) (184) (1,896) Net foreign currency exchange differences 689 126 35 850 At 31 July 2022 7,3 2 0 271 1,527 9,118 Net book value At 31 July 2022 21,749 56 1,762 23,567 Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements during the year: Lease liabilities 2023 Land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 At 1 August 2022 23,775 36 1,15 6 24,967 Additions and remeasurement 6,226 38 1,376 7,640 Early termination \u2014 \u2014 (65) (65) Interest expense 599 3 33 635 Lease payments (3,778) (41) (663) (4,482) Foreign exchange movements 2,352 (3) 164 2,513 At 31 July 2023 29,174 33 2,001 31,208 Analysis Current 3,599 14 141 3,754 Non-current 25,575 19 1,860 27,454 At 31 July 2023 29,174 33 2,001 31,208 Lease liabilities 2022 Land and buildings \u00a3000 Plant and machinery \u00a3000 Fixtures, fittings, tools, equipment and vehicles \u00a3000 Total \u00a3000 At 1 August 2021 24,281 75 1,073 25,429 Additions to lease liabilities 2,657 30 639 3,326 Early termination \u2014 (19) (149) (168) Interest expense 470 6 44 520 Lease payments (3,362) (61) (300) (3,722) Foreign exchange movements (271) 5 (151) (418) At 31 July 2022 23,775 36 1,15 6 24,967 Analysis Current 3,116 28 455 3,599 Non-current 20,659 8 701 21,368 At 31 July 2022 23,775 36 1,15 6 24,967 The following are amounts recognised in the statement of comprehensive income: 2023 \u00a3000 2022 \u00a3000 Depreciation expense of right-of-use assets (cost of sales) 2,507 2,081 Depreciation expense of right-of-use assets (administrative expenses) 1,388 1,531 Interest expense 635 520 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-470": {
"value": "Accounting policy The Group leases a range of assets including property, plant and equipment and vehicles. Leases of property generally have lease terms of up to 20 years, plant and machinery between three and six years and motor vehicles and other equipment between two and five years. Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain re-measurements of the lease liability. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, restoration costs and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are depreciated on a straight line basis over the shorter of their estimated useful life and the lease term. At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group\u2019s lease liabilities are included in interest-bearing loans and borrowings. The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight line basis over the lease term. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-471": {
"value": "22. Other financial liabilities 2023 Foreign exchange forward contracts \u00a3000 ClimaRad BV \u00a3000 ERI \u00a3000 Total \u00a3000 Contingent consideration At 1 August 2022 \u2014 7,052 7,080 14,132 Re-measurement of financial liability \u2014 (54) \u2014 (54) Re-measurement of future consideration \u2014 1,879 640 2,519 Foreign exchange 330 \u2014 \u2014 330 At 31 July 2023 330 8,877 7,720 16,927 Analysis Current 330 \u2014 \u2014 330 Non-current \u2014 8,877 7,720 16,597 Total 330 8,877 7,720 16,927 2022 Air Connection ApS \u00a3000 Ventair Pty Limited \u00a3000 ClimaRad BV \u00a3000 Nordiska Klimatfabriken AB \u00a3000 Energent Ab \u00a3000 ERI \u00a3000 Total \u00a3000 Contingent consideration At 1 August 2021 483 4,070 5,514 251 256 \u2014 10,574 Re-measurement of contractual liability to purchase remaining non-controlling interest \u2014 \u2014 1,538 \u2014 \u2014 \u2014 1,538 Further consideration recognised \u2014 \u2014 \u2014 \u2014 \u2014 7,080 7,080 Consideration paid (476) (4 ,16 3) \u2014 (240) (256) \u2014 (5,13 5) Foreign exchange (7) 93 \u2014 (11) \u2014 \u2014 75 At 31 July 2022 \u2014 \u2014 7,0 52 \u2014 \u2014 7,080 14,13 2 Analysis Current \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 Non-current \u2014 \u2014 7,0 52 \u2014 \u2014 7,080 14,13 2 Total \u2014 \u2014 7,052 \u2014 \u2014 7,080 14,13 2 The fair value of contingent consideration is calculated by estimating the future cash flows for the acquired company These estimates are based on management\u2019s knowledge of the business and how the current economic environment is likely to impact performance. The relevant future cash flows are dependent on the specific terms of the sale and purchase agreement. For Non-current liabilities due more than one year from the balance sheet date, the assessed contingent liability is discounted using the discount rates for the relevant CGU (note 13). Non-current On 17 December 2020, Volution Group plc acquired 75% of the issued share capital of ClimaRad Holding B.V. and subsidiaries (ClimaRad), a company based in the Netherlands. Total consideration for the purchase of 75% of the issued share capital was \u20ac41,100,000 (\u00a337,100,000) with a commitment to purchase the remaining 25% on or before 28 February 2025. The future consideration for the purchase of the remaining 25% is set at 25% of 13 times the EBITDA of ClimaRad for the financial year ended 31 December 2024, plus the non-controlling interest share of profits earned in the periods up to and including 31 December 2024, and is subject to a cap of \u20ac100 million. The expected value of the future consideration is partially in the form of a vendor loan of \u20ac12,000,000 (\u00a310,686,000) payable to certain individuals including the co-founder and management team of ClimaRad on completion of the purchase of the remaining 25% on or before 28 February 2025, and an additional element of contingent consideration. The contingent consideration was assessed based on the current estimate of the future performance of the business as \u00a38,877,000, discounted to present value (2022: \u00a37,052,0000). If actual EBITDA for the year ended 31 December 2024 varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a31,800,000. On 9 September 2021, Volution Group plc acquired 100% of the issued share capital of ERI Corporation DOO Bitola (North Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share capital of Energy Recovery Industries Corporation Ltd (UK). The contingent consideration was assessed based on the current estimate of the future performance of the business as \u00a37,720,000 (2022: \u00a37,080,000), with a range from \u20ac0 - \u20ac12,400,000, based on EBITDA performance from \u20ac4,500,000 to \u20ac8,500,000 for year ended 31 December 2024. If actual EBITDA for the year ended 31 December 2024 varies by 10% from the estimate, the contingent consideration would vary by approximately \u00a31,500,000. The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Group\u2019s consolidated statement of comprehensive income. Refer to note 28 for the fair value hierarchy the Group uses to determine the fair value of financial instruments. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-472": {
"value": "23. Interest-bearing loans and borrowings Accounting policy Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs. Borrowings and other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 2023 2022 Current \u00a3000 Non-current \u00a3000 Current \u00a3000 Non-current \u00a3000 Unsecured \u2013 at amortised cost Borrowings under the revolving credit facility (maturing 2025) \u2014 79,369 \u2014 74,351 Cost of arranging bank loan \u2014 (692) \u2014 (843) \u2014 78,677 \u2014 73,508 Lease liabilities (note 21) 3,754 27,454 3,599 21,368 Other loans \u2014 802 \u2014 \u2014 ClimaRad vendor loan \u2014 9,771 \u2014 9,557 Total 3,754 116,704 3,599 104,433 In December 2022, the Group took the option to extend its multicurrency \u201cSustainability Linked Revolving Credit Facility\u201d, together with an accordion of up to \u00a330 million, by a period of twelve months; the maturity date is now December 2025. Revolving credit facility \u2013 at 31 July 2023 Currency Amount outstanding \u00a3000 Termination date Repayment frequency Rate % GBP \u2014 2 December 2025 One payment SONIA + margin% Euro 79,369 2 December 2025 One payment EURIBOR + margin% Swedish Krona \u2014 2 December 2025 One payment STIBOR + margin% Total 79,369 Revolving credit facility \u2013 at 31 July 2022 Currency Amount outstanding \u00a3000 Termination date Repayment frequency Rate % GBP \u2014 2 December 2024 One payment SONIA + margin% Euro 71,932 2 December 2024 One payment EURIBOR + margin% Swedish Krona 2,419 2 December 2024 One payment STIBOR + margin% Total 74,351 The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the most recently completed reporting period. For the year ended 31 July 2023, Group leverage was below 1.0:1 and therefore the margin will remain at 1.25%. At 31 July 2023, the Group had \u00a370,631,000 (2022: \u00a375,649,000) of its multicurrency revolving credit facility unutilised, plus an unutilised accordion of up to \u00a330,000,000. Changes in liabilities arising from financing activities 1 August 2022 \u00a3000 Cash flows \u00a3000 Foreign exchange movement \u00a3000 New leases \u00a3000 Changes due to business combination \u00a3000 Interest/ other \u00a3000 31 July 2023 \u00a3000 Non-current interest-bearing loans and borrowings (excluding lease liabilities) 74,351 3,710 1,308 \u2014 \u2014 \u2014 79,369 Debt related to the business combination of VMI (see note 15) \u2014 (92) \u2014 \u2014 894 \u2014 802 Lease liabilities 24,967 (4,482) 2,513 7,6 4 0 \u2014 570 31,208 ClimaRad vendor loan 9,557 \u2014 214 \u2014 \u2014 \u2014 9,771 Total liabilities from financing activities 108,875 (864) 4,035 7,6 4 0 894 570 121,150 1 August 2021 \u00a3000 Cash flows \u00a3000 Foreign exchange movement \u00a3000 New leases \u00a3000 Changes due to business combination \u00a3000 Interest/ other \u00a3000 31 July 2022 \u00a3000 Non-current interest-bearing loans and borrowings (excluding lease liabilities) 73,293 2,802 (1,744) \u2014 \u2014 \u2014 74,351 Debt related to the business combination of ERI (see note 15) \u2014 (3,227) \u2014 \u2014 3,227 \u2014 \u2014 Lease liabilities 25,429 (3,202) (418) 3,326 \u2014 (168) 24,967 ClimaRad vendor loan 10,551 (504) (490) \u2014 \u2014 \u2014 9,557 Total liabilities from financing activities 109,273 (4,13 1) (2,652) 3,326 3,227 (168) 108,875 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-473": {
"value": "Accounting policy Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs. Borrowings and other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-474": {
"value": "Changes in liabilities arising from financing activities 1 August 2022 \u00a3000 Cash flows \u00a3000 Foreign exchange movement \u00a3000 New leases \u00a3000 Changes due to business combination \u00a3000 Interest/ other \u00a3000 31 July 2023 \u00a3000 Non-current interest-bearing loans and borrowings (excluding lease liabilities) 74,351 3,710 1,308 \u2014 \u2014 \u2014 79,369 Debt related to the business combination of VMI (see note 15) \u2014 (92) \u2014 \u2014 894 \u2014 802 Lease liabilities 24,967 (4,482) 2,513 7,6 4 0 \u2014 570 31,208 ClimaRad vendor loan 9,557 \u2014 214 \u2014 \u2014 \u2014 9,771 Total liabilities from financing activities 108,875 (864) 4,035 7,6 4 0 894 570 121,150 1 August 2021 \u00a3000 Cash flows \u00a3000 Foreign exchange movement \u00a3000 New leases \u00a3000 Changes due to business combination \u00a3000 Interest/ other \u00a3000 31 July 2022 \u00a3000 Non-current interest-bearing loans and borrowings (excluding lease liabilities) 73,293 2,802 (1,744) \u2014 \u2014 \u2014 74,351 Debt related to the business combination of ERI (see note 15) \u2014 (3,227) \u2014 \u2014 3,227 \u2014 \u2014 Lease liabilities 25,429 (3,202) (418) 3,326 \u2014 (168) 24,967 ClimaRad vendor loan 10,551 (504) (490) \u2014 \u2014 \u2014 9,557 Total liabilities from financing activities 109,273 (4,13 1) (2,652) 3,326 3,227 (168) 108,875 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReconciliationOfLiabilitiesArisingFromFinancingActivitiesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-475": {
"value": "24. Provisions Accounting policy Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions for the expected costs of maintenance guarantees are charged against profits when products have been invoiced. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation taking into account the risks and uncertainties surrounding the obligation. The timings of cash outflows are by their nature uncertain and are therefore best estimates. Provisions are not discounted as the time value of money is not considered material. Provisions for warranties and property dilapidations Provisions for warranties are made with reference to recent trading history and historical warranty claim information, and the view of management as to whether warranty claims are expected. Warranty provisions are determined with consideration given to recent customer trading and management experience. Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing of cash flows associated with the dilapidation provision is dependent on the timing of the lease agreement termination. 2023 Product warranties \u00a3000 Property dilapidations \u00a3000 Total \u00a3000 At 1 August 2022 1,540 463 2,003 Arising during the year 1,873 15 1,888 Utilised (1,811) \u2014 (1,811) Foreign currency adjustment 23 (11) 12 At 31 July 2023 1,625 467 2,092 Analysis Current 1,381 410 1,791 Non-current 244 57 301 Total 1,625 467 2,092 2022 Product warranties \u00a3000 Property dilapidations \u00a3000 Total \u00a3000 At 1 August 2021 1,787 458 2,245 Arising during the year 921 9 930 Utilised (1,142) \u2014 (1,142) Foreign currency adjustment (26) (4) (30) At 31 July 2022 1,540 463 2,003 Analysis Current 1,279 405 1,684 Non-current 261 58 319 Total 1,540 463 2,003 Product warranties A provision is recognised for warranty costs expected to be incurred in the following twelve months on products sold during the year and in prior years. Product warranties are typically one to two years; however, based on management\u2019s knowledge of the products, claims in relation to warranties after more than twelve months are rare and highly immaterial. Property dilapidations A provision has been recognised for dilapidations relating to obligations under leases for leasehold buildings and will be payable at the end of the lease term. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfProvisionsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-476": {
"value": "Accounting policy Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions for the expected costs of maintenance guarantees are charged against profits when products have been invoiced. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation taking into account the risks and uncertainties surrounding the obligation. The timings of cash outflows are by their nature uncertain and are therefore best estimates. Provisions are not discounted as the time value of money is not considered material. Provisions for warranties and property dilapidations Provisions for warranties are made with reference to recent trading history and historical warranty claim information, and the view of management as to whether warranty claims are expected. Warranty provisions are determined with consideration given to recent customer trading and management experience. Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing of cash flows associated with the dilapidation provision is dependent on the timing of the lease agreement termination. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-477": {
"value": "25. Authorised and issued share capital and reserves Accounting policy Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the period are satisfied with treasury shares. Number of ordinary shares Ordinary shares \u00a3000 Share premium \u00a3000 At 31 July 2022 and 31 July 2023 200,000,000 2,000 11,527 The 200,000.000 authorised ordinary shares of \u00a30.01p each. At 31 July 2023, a total of 2,471,100 (2022: 2,183,665) ordinary shares in the Company were held by the Volution EBT, all of which were unallocated and available for transfer to participants of the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the year, 550,000 ordinary shares in the Company were purchased by the trustees (2022: 463,000) and 262,565 (2022: 402,407) were released by the trustees at \u00a3973,960 (2022: \u00a31,114,667). The market value of the shares at 31 July 2023 was \u00a39,923,938 (2022: \u00a39,094,965). The Volution EBT has agreed to waive its rights to dividends. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-478": {
"value": "25. Authorised and issued share capital and reserves Accounting policy Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the period are satisfied with treasury shares. Number of ordinary shares Ordinary shares \u00a3000 Share premium \u00a3000 At 31 July 2022 and 31 July 2023 200,000,000 2,000 11,527 The 200,000.000 authorised ordinary shares of \u00a30.01p each. At 31 July 2023, a total of 2,471,100 (2022: 2,183,665) ordinary shares in the Company were held by the Volution EBT, all of which were unallocated and available for transfer to participants of the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise. During the year, 550,000 ordinary shares in the Company were purchased by the trustees (2022: 463,000) and 262,565 (2022: 402,407) were released by the trustees at \u00a3973,960 (2022: \u00a31,114,667). The market value of the shares at 31 July 2023 was \u00a39,923,938 (2022: \u00a39,094,965). The Volution EBT has agreed to waive its rights to dividends. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-479": {
"value": "Accounting policy Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the period are satisfied with treasury shares. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-480": {
"value": "Accounting policy Treasury shares Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group\u2019s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during the period are satisfied with treasury shares. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-481": {
"value": "26. Deferred tax Accounting policy Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: \u2022 where the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and \u2022 in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised only to the extent that the Directors consider it is probable that there will be taxable profits from which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred taxes relate to the same taxation authority and that authority permits the Group to make a single net payment. Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. However, the Group does not consider this to be an accounting judgement, apart from those involving estimations, that has a significant effect on the amount recognised in the financial statements under the scope of paragraph 122 of IAS1, nor the estimates and assumptions to be major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year under the scope of paragraph 125 of IAS 1. At 31 July 2023, the Group had not recognised a deferred tax asset in respect of gross tax losses of \u00a35,195,000 (2022: \u00a35,195,000) relating to management expenses, capital losses of \u00a33,975,000 (2022: \u00a33,975,000) arising in UK subsidiaries and gross tax losses of \u00a3nil (2022: \u00a3nil) arising in overseas entities as there is insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely. At 31 July 2023, the Group had no deferred tax liability (2022: \u00a3nil) to recognise for taxes that would be payable on the remittance of certain of the Group\u2019s overseas subsidiaries\u2019 unremitted earnings. Deferred tax liabilities have not been recognised as the Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise on distribution. 2023 1 August 2022 \u00a3000 (Charged)/ credited to income \u00a3000 Credited to equity \u00a3000 Translation difference \u00a3000 On business combinations \u00a3000 31 July 2023 \u00a3000 Temporary differences Depreciation in advance of capital allowances (1,714) (1,18 0) \u2014 (2) \u2014 (2,896) Fair value movements of derivative financial instruments (182) 305 \u2014 \u2014 \u2014 123 Development costs, customer base, trademark and patents (16,464) 2,142 \u2014 139 (964) (15 ,147 ) Unutilised tax losses 63 (62) \u2014 \u2014 \u2014 1 Other temporary differences 1,12 5 208 \u2014 (58) \u2014 1,275 Share based payments 2,950 93 264 \u2014 \u2014 3,307 Deferred tax liability (14,222) 1,506 264 79 (964) (13,337) 2022 1 August 2021 \u00a3000 (Charged)/ credited to income \u00a3000 Credited to equity \u00a3000 Translation difference \u00a3000 On business combinations \u00a3000 31 July 2022 \u00a3000 Temporary differences Depreciation in advance of capital allowances (1,721) 11 \u2014 (4) \u2014 (1,714) Fair value movements of derivative financial instruments 11 (193) \u2014 \u2014 \u2014 (182) Customer base, trademark and patent (17,274) 2,409 \u2014 (10) (1,589) (16,464) Unutilised tax losses 407 (344) \u2014 \u2014 \u2014 63 Other temporary differences 1,246 (176) \u2014 55 \u2014 1,12 5 Share based payments 2,455 50 445 \u2014 \u2014 2,950 Deferred tax liability (14,876) 1,757 445 41 (1,589) (14,222) ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-482": {
"value": "Accounting policy Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: \u2022 where the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and \u2022 in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognised only to the extent that the Directors consider it is probable that there will be taxable profits from which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis. The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred taxes relate to the same taxation authority and that authority permits the Group to make a single net payment. Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. However, the Group does not consider this to be an accounting judgement, apart from those involving estimations, that has a significant effect on the amount recognised in the financial statements under the scope of paragraph 122 of IAS1, nor the estimates and assumptions to be major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year under the scope of paragraph 125 of IAS 1. At 31 July 2023, the Group had not recognised a deferred tax asset in respect of gross tax losses of \u00a35,195,000 (2022: \u00a35,195,000) relating to management expenses, capital losses of \u00a33,975,000 (2022: \u00a33,975,000) arising in UK subsidiaries and gross tax losses of \u00a3nil (2022: \u00a3nil) arising in overseas entities as there is insufficient evidence that the losses will be utilised. These losses are available to be carried indefinitely. At 31 July 2023, the Group had no deferred tax liability (2022: \u00a3nil) to recognise for taxes that would be payable on the remittance of certain of the Group\u2019s overseas subsidiaries\u2019 unremitted earnings. Deferred tax liabilities have not been recognised as the Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise on distribution. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-483": {
"value": "27. Dividends paid and proposed Accounting policy Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when the dividend is approved by the Directors in the general meeting and, in relation to interim dividends, when paid. 2023 \u00a3000 2022 \u00a3000 Cash dividends on ordinary shares declared and paid Interim dividend for 2023: 2.50 pence per share (2022: 2.30 pence) 4,942 4,553 Proposed dividends on ordinary shares Final dividend for 2023: 5.50 pence per share (2022: 5.00 pence) 10,863 9,891 An interim dividend payment of \u00a34,942,000 is included in the consolidated statement of cash flows (2022: \u00a34,553,000). A final dividend payment of \u00a39,891,000 is included in the consolidated statement of cash flows relating to 2022 (2022: \u00a38,719,000). The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised as a liability at 31 July 2023. There are no income tax consequences attached to the payment of dividends in either 2023 or 2022 by the Group to its shareholders. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDividendsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-484": {
"value": "Accounting policy Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when the dividend is approved by the Directors in the general meeting and, in relation to interim dividends, when paid. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-485": {
"value": "28. Risk management Accounting policy Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship is less than twelve months. No derivative contracts have been designated as hedges for accounting purposes. Hedge of net investments Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss. The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in foreign operations. As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group\u2019s principal financial instruments are: \u2022 interest-bearing loans and borrowings; \u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and \u2022 foreign exchange forward contracts. This note provides further detail on financial risk management and includes quantitative information on the specific risks the Group is exposed to. Derivative financial instruments The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk. Forward foreign currency contracts The Group\u2019s purchases in foreign currencies, net of Group sales in those currencies, represent approximately 10% (2022: less than 20%) of total material and component purchases. This has increased due to the diversification of the Group to more overseas regions. Each quarter the Group enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in US Dollars for the following rolling 12\u201315 months. Hedge accounting is not applied for these derivatives. The Group\u2019s criteria for entering into a forward foreign currency contract would require that the instrument must: \u2022 be related to anticipated foreign currency commitment; \u2022 involve the same currency as the foreign currency commitment; and \u2022 reduce the risk of foreign currency exchange movements on the Group\u2019s operations. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks, such as equity price risk and commodity risk. The Group\u2019s exposure is primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into derivative financial instruments to manage its exposure to these risks when appropriate. At 31 July 2023, the Group had commitments under forward foreign exchange contracts with varying settlement dates to 5 July 2024 (2022: 5 May 2023). See note 22 for fair values. Sensitivity analysis The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for the period. Therefore the Group has assessed: \u2022 what would be reasonably possible changes in the risk variables at the end of the reporting period; and \u2022 the effects on profit or loss and equity if such changes in the risk variables were to occur. Interest rate risk The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group\u2019s floating rate loans and borrowings which at the relevant reporting dates are not hedged. With all other variables being constant the Group\u2019s profit before tax is affected through the impact on floating rate borrowings as follows. There is only an immaterial impact on the Group\u2019s equity. Increase in basis points Effect on profit before tax \u00a3000 31 July 2023 Sterling +25 \u2014 Swedish Krona +25 \u2014 Euro +25 (198) 31 July 2022 Sterling +25 \u2014 Swedish Krona +25 (6) Euro +25 (180) The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently observable market environment. The Group\u2019s cash balances are held in bank current accounts and earn immaterial levels of interest. Management has concluded that any changes in the LIBOR and SEK LIBOR rates will have an immaterial impact on interest income earned on the Group\u2019s cash balances. No interest rate sensitivity has been included in relation to the Group\u2019s cash balances. Foreign currency risk The Group\u2019s exposure to foreign exchange risk primarily arises when revenue and expenses are denominated in a different currency from the Group\u2019s presentational currency and translated into GBP for consolidation into the Group\u2019s results. Foreign exchange risk also arises when the individual entities enter into transactions that are not denominated in their functional currency. The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK, GBP/DKK, GBP/NZD and GBP/ AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact on profit before tax and equity if those changes were to occur. Only the impact of changes in the SEK, USD, EUR, DKK, NZD and AUD denominated balances has been considered as these are the most significant non-GBP denominations used by the Group. Change in GBP vs USD/ SEK/EUR/DKK/ NZD/AUD rate Effect on profit before tax 2023 \u00a3000 2022 \u00a3000 Swedish Krona 5% 488 499 US Dollar 5% (245) (92) Euro 5% 900 2,024 Danish Krone 5% 23 33 New Zealand Dollar 5% 304 320 Australian Dollar 5% 242 210 Change in GBP vs SEK/EUR/ DKK/NZD/AUD rate Effect on equity 2023 \u00a3000 2022 \u00a3000 Swedish Krona 5% (703) (454) Euro 5% 481 373 Danish Krone 5% 47 45 New Zealand Dollar 5% (202) (55) Australian Dollar 5% (9) 83 Hedge of net investments in foreign operations The Euro denominated loans at 31 July 2023 have been designated as a hedge of the net investments in the subsidiaries in Europe and the Nordics. The borrowing is being used to hedge the Group\u2019s exposure to the Euro and Swedish Krona foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on translation of the net investments in the subsidiaries. There is an economic relationship between the hedged items and the hedging instrument as the net investments create a translation risk that will match the foreign exchange risk on the borrowing. The underlying risk of the hedging instrument is identical to the hedged risk component. The hedging gain recognised in OCI before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness recognised in profit or loss. Liquidity risk Liquidity risk for the Group arises from the management of working capital commitments and meeting its financial obligations as they fall due. The Group\u2019s policy is to regularly review cash flow forecasts/projections as well as information regarding cash balances to ensure that it has significant cash to allow it to meet its liabilities when they become due. The Group reviews its long-term funding requirements in parallel with its long-term strategy, with an objective of aligning both in a timely manner. At the reporting date, forecasts indicate that the Group is expected to have sufficient liquidity to meet its financial obligations for at least the next three years. The tables below summarise the maturity profile of the Group\u2019s significant undiscounted financial liabilities at 31 July 2023. At 31 July 2023 Less than one year \u00a3000 Between one and five years \u00a3000 More than five years \u00a3000 Total \u00a3000 Financial liabilities Interest-bearing loans and borrowings (excluding interest and lease liabilities) \u2014 79,369 \u2014 79,369 Lease liabilities 4,602 13,382 13,900 31,884 ClimaRad vendor loan \u2014 9,771 \u2014 9,771 Forward foreign currency exchange outflow 15,380 \u2014 \u2014 15,380 Forward foreign currency exchange inflow (15,050) \u2014 \u2014 (15,050) Contingent consideration \u2013 ClimaRad BV \u2014 12,800 \u2014 12,800 Contingent consideration \u2013 ERI 1,900 6,900 \u2014 8,800 Trade payables and other accrued expenses 4 5,179 \u2014 \u2014 4 5,179 52,011 122,222 13,900 18 8 ,13 3 The tables below summarise the maturity profile of the Group\u2019s significant discounted financial liabilities at 31 July 2022. At 31 July 2022 Less than one year \u00a3000 Between one and five years \u00a3000 More than five years \u00a3000 Total \u00a3000 Financial liabilities Interest-bearing loans and borrowings (excluding interest and lease liabilities) \u2014 74,351 \u2014 74,351 Lease liabilities 3,599 21,368 \u2014 24,967 ClimaRad vendor loan \u2014 9,557 \u2014 9,557 Forward foreign currency exchange outflow 17,65 4 \u2014 \u2014 17,65 4 Forward foreign currency exchange inflow (18,729) \u2014 \u2014 (18,729) Contingent consideration \u2013 ClimaRad BV \u2014 7,052 \u2014 7,052 Contingent consideration \u2013 ERI \u2014 7,080 \u2014 7,080 Trade payables and other accrued expenses 47,10 0 \u2014 \u2014 47,10 0 49,624 119,408 \u2014 169,032 Fair values of financial assets and financial liabilities There are no material differences between the book values and fair values for any of the Group\u2019s financial instruments carried at amortised cost. Derivative financial instruments have all been valued using other techniques, for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations under a financial instrument or customer contract, leading to a financial loss. The Group is mainly exposed to credit risk from its operating activities (primarily for trade receivables \u2013 credit sales) and from cash and cash equivalents and deposits with banks and financial institutions and other financial instruments. Trade receivables Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored and any shipments to major customers are generally covered by credit insurance obtained from reputable banks and other financial institutions. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset disclosed in note 17. The Group does not hold collateral as security. The credit insurance is considered an integral part of trade receivables and considered in the calculation of impairment. Set out below is the information about the credit risk exposure on the Group\u2019s trade receivables and contract assets using a provision matrix: Trade receivables 31 July 2023 Current \u00a3000 <30 days \u00a3000 30\u201360 days \u00a3000 61\u201390 days \u00a3000 >91 days \u00a3000 Total \u00a3000 Expected credit loss rate <0.1% <0.1% 1.5% 5.1% 50.4% Estimated total gross carrying amount at default 40,577 2,502 607 368 914 44,968 Expected credit loss 30 2 9 19 461 521 Trade receivables 31 July 2022 Current \u00a3000 <30 days \u00a3000 30\u201360 days \u00a3000 61\u201390 days \u00a3000 >91 days \u00a3000 Total \u00a3000 Expected credit loss rate < 0 .1% < 0.1% <0.5% 1.5% 20.6% Estimated total gross carrying amount at default 3 9,195 5,273 2,289 946 3,618 51,321 Expected credit loss 8 \u2014 6 14 744 772 Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed in accordance with the Group\u2019s policy. The Group deposits cash with reputable financial institutions, from which management believes the possibilities of loss to be remote. The Group\u2019s maximum exposure to credit risk for the components of the statement of financial position at 31 July 2023 and 2022 is the carrying amount. The Group\u2019s maximum exposure to derivative financial instruments is noted in either note 22 or in the liquidity table on the previous page. Capital risk management The primary objective of the Group\u2019s capital management policy is to ensure that it has the capital required to operate and grow the business at a reasonable cost of capital without incurring undue financial risks. The Board periodically reviews its capital structure to ensure it meets changing business needs. The Group defines its capital as its share capital (excluding treasury shares), share premium account, foreign currency translation reserves and retained earnings. In addition, the Directors consider the management of debt to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term structural and subordinated debt to fund investments and acquisitions and has arranged debt facilities to allow for fluctuations in working capital requirements. There have been no changes to the capital management policy in the current period. Management manages capital on an ongoing basis to ensure that covenant requirements on third party debt are met. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: \u2022 Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities; \u2022 Level 2 \u2013 other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly; and \u2022 Level 3 \u2013 techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Financial instruments carried at fair value comprise the derivative financial instruments in note 22 and the contingent consideration in notes 15 and 22. For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers are involved in the valuation of these contracts. Their fair value is measured using valuation techniques including the DCF model. Inputs to this calculation include the expected cash flows in relation to these derivative contracts and relevant discount rates. Contingent consideration is deemed to be Level 3; see note 22 for details on the valuation techniques used to measure the fair value. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-486": {
"value": "Accounting policy Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship is less than twelve months. No derivative contracts have been designated as hedges for accounting purposes. Hedge of net investments Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss. The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in foreign operations. As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group\u2019s principal financial instruments are: \u2022 interest-bearing loans and borrowings; \u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and \u2022 foreign exchange forward contracts. This note provides further detail on financial risk management and includes quantitative information on the specific risks the Group is exposed to. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-487": {
"value": "Accounting policy Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship is less than twelve months. No derivative contracts have been designated as hedges for accounting purposes. Hedge of net investments Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss. The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in foreign operations. As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group\u2019s principal financial instruments are: \u2022 interest-bearing loans and borrowings; \u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and \u2022 foreign exchange forward contracts. This note provides further detail on financial risk management and includes quantitative information on the specific risks the Group is exposed to. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-488": {
"value": "Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 22. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship is less than twelve months. No derivative contracts have been designated as hedges for accounting purposes. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-489": {
"value": "Hedge of net investments Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for as follows: gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised in OCI while any gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss. The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in foreign operations. As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk and liquidity risk. The Group\u2019s principal financial instruments are: \u2022 interest-bearing loans and borrowings; \u2022 trade and other receivables, trade and other payables, cash and short-term deposits; and \u2022 foreign exchange forward contracts. This note provides further detail on financial risk management and includes quantitative information on the specific risks the Group is exposed to. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForHedgingExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-490": {
"value": "Derivative financial instruments The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-491": {
"value": "Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks, such as equity price risk and commodity risk. The Group\u2019s exposure is primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group enters into derivative financial instruments to manage its exposure to these risks when appropriate. At 31 July 2023, the Group had commitments under forward foreign exchange contracts with varying settlement dates to 5 July 2024 (2022: 5 May 2023). See note 22 for fair values. Sensitivity analysis The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for the period. Therefore the Group has assessed: \u2022 what would be reasonably possible changes in the risk variables at the end of the reporting period; and \u2022 the effects on profit or loss and equity if such changes in the risk variables were to occur. Interest rate risk The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group\u2019s floating rate loans and borrowings which at the relevant reporting dates are not hedged. With all other variables being constant the Group\u2019s profit before tax is affected through the impact on floating rate borrowings as follows. There is only an immaterial impact on the Group\u2019s equity. Increase in basis points Effect on profit before tax \u00a3000 31 July 2023 Sterling +25 \u2014 Swedish Krona +25 \u2014 Euro +25 (198) 31 July 2022 Sterling +25 \u2014 Swedish Krona +25 (6) Euro +25 (180) The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently observable market environment. The Group\u2019s cash balances are held in bank current accounts and earn immaterial levels of interest. Management has concluded that any changes in the LIBOR and SEK LIBOR rates will have an immaterial impact on interest income earned on the Group\u2019s cash balances. No interest rate sensitivity has been included in relation to the Group\u2019s cash balances. Foreign currency risk The Group\u2019s exposure to foreign exchange risk primarily arises when revenue and expenses are denominated in a different currency from the Group\u2019s presentational currency and translated into GBP for consolidation into the Group\u2019s results. Foreign exchange risk also arises when the individual entities enter into transactions that are not denominated in their functional currency. The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK, GBP/DKK, GBP/NZD and GBP/ AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact on profit before tax and equity if those changes were to occur. Only the impact of changes in the SEK, USD, EUR, DKK, NZD and AUD denominated balances has been considered as these are the most significant non-GBP denominations used by the Group. Change in GBP vs USD/ SEK/EUR/DKK/ NZD/AUD rate Effect on profit before tax 2023 \u00a3000 2022 \u00a3000 Swedish Krona 5% 488 499 US Dollar 5% (245) (92) Euro 5% 900 2,024 Danish Krone 5% 23 33 New Zealand Dollar 5% 304 320 Australian Dollar 5% 242 210 Change in GBP vs SEK/EUR/ DKK/NZD/AUD rate Effect on equity 2023 \u00a3000 2022 \u00a3000 Swedish Krona 5% (703) (454) Euro 5% 481 373 Danish Krone 5% 47 45 New Zealand Dollar 5% (202) (55) Australian Dollar 5% (9) 83 Hedge of net investments in foreign operations The Euro denominated loans at 31 July 2023 have been designated as a hedge of the net investments in the subsidiaries in Europe and the Nordics. The borrowing is being used to hedge the Group\u2019s exposure to the Euro and Swedish Krona foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to OCI to offset any gains or losses on translation of the net investments in the subsidiaries. There is an economic relationship between the hedged items and the hedging instrument as the net investments create a translation risk that will match the foreign exchange risk on the borrowing. The underlying risk of the hedging instrument is identical to the hedged risk component. The hedging gain recognised in OCI before tax is equal to the change in fair value used for measuring effectiveness. There is no ineffectiveness recognised in profit or loss. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMarketRiskExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-492": {
"value": "Sensitivity analysis The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might affect the value of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for the period. Therefore the Group has assessed: \u2022 what would be reasonably possible changes in the risk variables at the end of the reporting period; and \u2022 the effects on profit or loss and equity if such changes in the risk variables were to occur. ",
"dimensions": {
"concept": "ifrs-full:SensitivityAnalysisForEachTypeOfMarketRisk",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-493": {
"value": "Liquidity risk Liquidity risk for the Group arises from the management of working capital commitments and meeting its financial obligations as they fall due. The Group\u2019s policy is to regularly review cash flow forecasts/projections as well as information regarding cash balances to ensure that it has significant cash to allow it to meet its liabilities when they become due. The Group reviews its long-term funding requirements in parallel with its long-term strategy, with an objective of aligning both in a timely manner. At the reporting date, forecasts indicate that the Group is expected to have sufficient liquidity to meet its financial obligations for at least the next three years. The tables below summarise the maturity profile of the Group\u2019s significant undiscounted financial liabilities at 31 July 2023. At 31 July 2023 Less than one year \u00a3000 Between one and five years \u00a3000 More than five years \u00a3000 Total \u00a3000 Financial liabilities Interest-bearing loans and borrowings (excluding interest and lease liabilities) \u2014 79,369 \u2014 79,369 Lease liabilities 4,602 13,382 13,900 31,884 ClimaRad vendor loan \u2014 9,771 \u2014 9,771 Forward foreign currency exchange outflow 15,380 \u2014 \u2014 15,380 Forward foreign currency exchange inflow (15,050) \u2014 \u2014 (15,050) Contingent consideration \u2013 ClimaRad BV \u2014 12,800 \u2014 12,800 Contingent consideration \u2013 ERI 1,900 6,900 \u2014 8,800 Trade payables and other accrued expenses 4 5,179 \u2014 \u2014 4 5,179 52,011 122,222 13,900 18 8 ,13 3 The tables below summarise the maturity profile of the Group\u2019s significant discounted financial liabilities at 31 July 2022. At 31 July 2022 Less than one year \u00a3000 Between one and five years \u00a3000 More than five years \u00a3000 Total \u00a3000 Financial liabilities Interest-bearing loans and borrowings (excluding interest and lease liabilities) \u2014 74,351 \u2014 74,351 Lease liabilities 3,599 21,368 \u2014 24,967 ClimaRad vendor loan \u2014 9,557 \u2014 9,557 Forward foreign currency exchange outflow 17,65 4 \u2014 \u2014 17,65 4 Forward foreign currency exchange inflow (18,729) \u2014 \u2014 (18,729) Contingent consideration \u2013 ClimaRad BV \u2014 7,052 \u2014 7,052 Contingent consideration \u2013 ERI \u2014 7,080 \u2014 7,080 Trade payables and other accrued expenses 47,10 0 \u2014 \u2014 47,10 0 49,624 119,408 \u2014 169,032 ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-494": {
"value": "Fair values of financial assets and financial liabilities There are no material differences between the book values and fair values for any of the Group\u2019s financial instruments carried at amortised cost. Derivative financial instruments have all been valued using other techniques, for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-495": {
"value": "Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations under a financial instrument or customer contract, leading to a financial loss. The Group is mainly exposed to credit risk from its operating activities (primarily for trade receivables \u2013 credit sales) and from cash and cash equivalents and deposits with banks and financial institutions and other financial instruments. Trade receivables Customer credit risk is managed by each business unit subject to the Group\u2019s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored and any shipments to major customers are generally covered by credit insurance obtained from reputable banks and other financial institutions. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region, product type, customer type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset disclosed in note 17. The Group does not hold collateral as security. The credit insurance is considered an integral part of trade receivables and considered in the calculation of impairment. Set out below is the information about the credit risk exposure on the Group\u2019s trade receivables and contract assets using a provision matrix: Trade receivables 31 July 2023 Current \u00a3000 <30 days \u00a3000 30\u201360 days \u00a3000 61\u201390 days \u00a3000 >91 days \u00a3000 Total \u00a3000 Expected credit loss rate <0.1% <0.1% 1.5% 5.1% 50.4% Estimated total gross carrying amount at default 40,577 2,502 607 368 914 44,968 Expected credit loss 30 2 9 19 461 521 Trade receivables 31 July 2022 Current \u00a3000 <30 days \u00a3000 30\u201360 days \u00a3000 61\u201390 days \u00a3000 >91 days \u00a3000 Total \u00a3000 Expected credit loss rate < 0 .1% < 0.1% <0.5% 1.5% 20.6% Estimated total gross carrying amount at default 3 9,195 5,273 2,289 946 3,618 51,321 Expected credit loss 8 \u2014 6 14 744 772 Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed in accordance with the Group\u2019s policy. The Group deposits cash with reputable financial institutions, from which management believes the possibilities of loss to be remote. The Group\u2019s maximum exposure to credit risk for the components of the statement of financial position at 31 July 2023 and 2022 is the carrying amount. The Group\u2019s maximum exposure to derivative financial instruments is noted in either note 22 or in the liquidity table on the previous page. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-496": {
"value": "Capital risk management The primary objective of the Group\u2019s capital management policy is to ensure that it has the capital required to operate and grow the business at a reasonable cost of capital without incurring undue financial risks. The Board periodically reviews its capital structure to ensure it meets changing business needs. The Group defines its capital as its share capital (excluding treasury shares), share premium account, foreign currency translation reserves and retained earnings. In addition, the Directors consider the management of debt to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term structural and subordinated debt to fund investments and acquisitions and has arranged debt facilities to allow for fluctuations in working capital requirements. There have been no changes to the capital management policy in the current period. Management manages capital on an ongoing basis to ensure that covenant requirements on third party debt are met. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-497": {
"value": "Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: \u2022 Level 1 \u2013 quoted (unadjusted) prices in active markets for identical assets or liabilities; \u2022 Level 2 \u2013 other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly; and \u2022 Level 3 \u2013 techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Financial instruments carried at fair value comprise the derivative financial instruments in note 22 and the contingent consideration in notes 15 and 22. For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers are involved in the valuation of these contracts. Their fair value is measured using valuation techniques including the DCF model. Inputs to this calculation include the expected cash flows in relation to these derivative contracts and relevant discount rates. Contingent consideration is deemed to be Level 3; see note 22 for details on the valuation techniques used to measure the fair value. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-498": {
"value": "29. Related party transactions Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below. No related party loan note balances exist at 31 July 2023 or 31 July 2022. There were no material transactions or balances between the Company and its key management personnel or members of their close family other than the compensation shown below. At the end of the period, key management personnel did not owe the Company any amounts. The Companies Act 2006 and the Directors\u2019 Remuneration Report Regulations 2013 require certain disclosures of Directors\u2019 remuneration. The details of the Directors\u2019 total remuneration are provided in the Directors\u2019 Remuneration Report (see pages 140 to 161). Compensation of key management personnel 2023 \u00a3000 2022 \u00a3000 Short-term employee benefits 3,886 3,517 Share-based payment charge (see note 32) 1,003 1,049 Total 4,889 4,566 Key management personnel is defined as the CEO, the CFO and the fourteen (2022: thirteen) individuals who report directly to the CEO. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-499": {
"value": "29. Related party transactions Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below. No related party loan note balances exist at 31 July 2023 or 31 July 2022. There were no material transactions or balances between the Company and its key management personnel or members of their close family other than the compensation shown below. At the end of the period, key management personnel did not owe the Company any amounts. The Companies Act 2006 and the Directors\u2019 Remuneration Report Regulations 2013 require certain disclosures of Directors\u2019 remuneration. The details of the Directors\u2019 total remuneration are provided in the Directors\u2019 Remuneration Report (see pages 140 to 161). Compensation of key management personnel 2023 \u00a3000 2022 \u00a3000 Short-term employee benefits 3,886 3,517 Share-based payment charge (see note 32) 1,003 1,049 Total 4,889 4,566 Key management personnel is defined as the CEO, the CFO and the fourteen (2022: thirteen) individuals who report directly to the CEO. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-500": {
"value": "Compensation of key management personnel 2023 \u00a3000 2022 \u00a3000 Short-term employee benefits 3,886 3,517 Share-based payment charge (see note 32) 1,003 1,049 Total 4,889 4,566 Key management personnel is defined as the CEO, the CFO and the fourteen (2022: thirteen) individuals who report directly to the CEO. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-501": {
"value": "30. Group structure details At 31 July 2023, Volution Group plc held 100% of the voting shares of the following subsidiaries: Group company Principal activity Country of incorporation Windmill Topco Limited 1 Intermediate holding company England Volution Holdings Limited 1 Intermediate holding company England Energy Technique Limited 1 Intermediate holding company England Indirect Windmill Midco Limited 1 Intermediate holding company England Windmill Cleanco Limited 1 Intermediate holding company England Windmill Bidco Limited 1 Intermediate holding company England Manrose Manufacturing Limited 1 Non-trading England Volution Ventilation Group Limited 1 Intermediate holding company England Torin-Sifan Limited 1 Original equipment manufacturer England Anda Products Limited 1 Non-trading England Axia Fans Limited 1 Non-trading England Roof Units Limited 1 Non-trading England Torin Limited 1 Non-trading England Vent-Axia Limited 1 Non-trading England Vent-Axia Clean Air Systems Limited 1 Non-trading England Vent-Axia Group Limited 1 HR services to Group England ET Environmental Limited 1 Non-trading England Diffusion Environmental Systems Limited 1 Non-trading England NVA Services Limited 1 Non-trading England SW National Ventilation Limited 1 Non-trading England Airtech Humidity Controls Limited 1 Non-trading England Sens-Air Limited 1 Non-trading England Breathing Buildings Limited 1 Non-trading England Volution Ventilation UK Limited 1 Ventilation products England Volution Holdings Sweden AB 2 Intermediate holding company Sweden Fresh AB 2 Ventilation products Sweden Welair AB 3 Ventilation products Sweden VoltAir System AB 4 Ventilation products Sweden PAX AB 5 Ventilation products Sweden Volution Norge AS (formerly Fresh Norge AS) 6 Ventilation products Norway Group company Principal activity Country of incorporation Fresh Shanghai Limited 7 Ventilation products China inVENTer GmbH 8 Ventilation products Germany Volution Management Holdings GmbH 8 Intermediate holding company Germany Volution Deutschland Real Estate GmbH 8 Property holding company Germany Br\u00fcggemann Energiekonzepte GmbH 9 Ventilation products Germany Ventilair Group International BVBA 10 Intermediate holding company Belgium Ventilair Group Belgium BVBA 10 Ventilation products Belgium Ventilair Group Netherlands B.V. 11 Ventilation products Netherlands Ventilair France SARL 12 Ventilation products France Volution Ventilation New Zealand Limited (formerly known as Chinook Limited) 13 Intermediate holding company New Zealand Simx Limited 13 Ventilation products New Zealand Vent-Axia B.V. (formerly known as AirFan B.V.) Ventilation products Netherlands Oy Pamon Ab 14 Ventilation products Finland Air Connection ApS 15 Ventilation products Denmark Volution Ventilation Australia Pty Limited (formerly known as Woomera Pty Limited) 16 Intermediate holding company Australia Ventair Pty Limited 16 Ventilation products Australia ERI Corporation DOO Bitola 17 Ventilation products North Macedonia ERI Corporation SRL 18 Ventilation products Italy Energy Recovery Industries Trading SLU 19 Ventilation products Spain Energy Recovery Industries Corporation Limited 20 Ventilation products UK Ventilairsec 21 Ventilation products France Neosfair 21 Ventilation products France I-VENT doo 22 Ventilation products Slovenia Lunos Hrvatska d.o.o 23 Ventilation products Croatia Registered offices 1. Fleming Way, Crawley, West Sussex RH10 9YX. 2. Gransholmsv\u00e4gen 136, 35599 Gemla, Sweden. 3. Strandv\u00e4gen 65, 87052 Nyland, Sweden. 4. Box 7033, 12107 Stockholm-Globen, Sweden. 5. Kattk\u00e4rrsv\u00e4gen 4, 64831 H\u00e4lleforsn\u00e4s, Sweden. 6. Professor Birkelands vei 24B, 1081 Oslo, Norway. 7. No. 272\u20133 Julu Road, Shanghai, China. 8. Ortsstra\u00dfe 4a 07751 L\u00f6bersch\u00fctz, Germany. 9. Uhlenhorst 149A, 21435 Stelle, Germany. 10. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium. 11. Kerver 16, 5521 DB Eersel, the Netherlands. 12. Boulevard de la Libert\u00e9 130, FR-59000 Lille, France. 13. 1 Haliday Place, East Tamaki, Auckland, 2013, New Zealand. 14. Keskikankaantie 17, 15680 Hollola, Finland. 15. Rude Havvej 17B, DK-8300 Odder, Denmark. 16. 4 Capital Pl, Carrum Downs VIC 3201, Australia. 17. BURSA 124 7000, Bitola, North Macedonia. 18. Via Modigliani 90 81031 Aversa, Italy. 19. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma De Mallorca Illes Balears, Spain. 20. 15 Ashfield, Consett, United Kingdom, DH8 0RF. 21. 16 Rue des Imprimeurs, 44220 Cou\u00ebron, France 22. Robbova ulica 2, 1000 Ljubljana, Slovenia 23. Zagreb (Grad Zagreb), Samoborska cesta 153A, Croatia At 31 July 2023, Volution Group plc held 75% of the voting shares of the following subsidiaries: Group company Principal activity Country of incorporation Volution Ventilation Holdings B.V. 1 Intermediate holding company Netherlands ClimaRad Holding B.V. 1 Intermediate holding company Netherlands ClimaRad BV 1 Ventilation products Netherlands ClimaRad d.o.o 2 Ventilation products Bosnia 1. L\u00fcbeckstraat 25, 7575 EE Oldenzaal, the Netherlands. 2. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and Herzegovina. Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilaition Group Limited and Vent-Axia Group Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCompositionOfGroupExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-502": {
"value": "30. Group structure details At 31 July 2023, Volution Group plc held 100% of the voting shares of the following subsidiaries: Group company Principal activity Country of incorporation Windmill Topco Limited 1 Intermediate holding company England Volution Holdings Limited 1 Intermediate holding company England Energy Technique Limited 1 Intermediate holding company England Indirect Windmill Midco Limited 1 Intermediate holding company England Windmill Cleanco Limited 1 Intermediate holding company England Windmill Bidco Limited 1 Intermediate holding company England Manrose Manufacturing Limited 1 Non-trading England Volution Ventilation Group Limited 1 Intermediate holding company England Torin-Sifan Limited 1 Original equipment manufacturer England Anda Products Limited 1 Non-trading England Axia Fans Limited 1 Non-trading England Roof Units Limited 1 Non-trading England Torin Limited 1 Non-trading England Vent-Axia Limited 1 Non-trading England Vent-Axia Clean Air Systems Limited 1 Non-trading England Vent-Axia Group Limited 1 HR services to Group England ET Environmental Limited 1 Non-trading England Diffusion Environmental Systems Limited 1 Non-trading England NVA Services Limited 1 Non-trading England SW National Ventilation Limited 1 Non-trading England Airtech Humidity Controls Limited 1 Non-trading England Sens-Air Limited 1 Non-trading England Breathing Buildings Limited 1 Non-trading England Volution Ventilation UK Limited 1 Ventilation products England Volution Holdings Sweden AB 2 Intermediate holding company Sweden Fresh AB 2 Ventilation products Sweden Welair AB 3 Ventilation products Sweden VoltAir System AB 4 Ventilation products Sweden PAX AB 5 Ventilation products Sweden Volution Norge AS (formerly Fresh Norge AS) 6 Ventilation products Norway Group company Principal activity Country of incorporation Fresh Shanghai Limited 7 Ventilation products China inVENTer GmbH 8 Ventilation products Germany Volution Management Holdings GmbH 8 Intermediate holding company Germany Volution Deutschland Real Estate GmbH 8 Property holding company Germany Br\u00fcggemann Energiekonzepte GmbH 9 Ventilation products Germany Ventilair Group International BVBA 10 Intermediate holding company Belgium Ventilair Group Belgium BVBA 10 Ventilation products Belgium Ventilair Group Netherlands B.V. 11 Ventilation products Netherlands Ventilair France SARL 12 Ventilation products France Volution Ventilation New Zealand Limited (formerly known as Chinook Limited) 13 Intermediate holding company New Zealand Simx Limited 13 Ventilation products New Zealand Vent-Axia B.V. (formerly known as AirFan B.V.) Ventilation products Netherlands Oy Pamon Ab 14 Ventilation products Finland Air Connection ApS 15 Ventilation products Denmark Volution Ventilation Australia Pty Limited (formerly known as Woomera Pty Limited) 16 Intermediate holding company Australia Ventair Pty Limited 16 Ventilation products Australia ERI Corporation DOO Bitola 17 Ventilation products North Macedonia ERI Corporation SRL 18 Ventilation products Italy Energy Recovery Industries Trading SLU 19 Ventilation products Spain Energy Recovery Industries Corporation Limited 20 Ventilation products UK Ventilairsec 21 Ventilation products France Neosfair 21 Ventilation products France I-VENT doo 22 Ventilation products Slovenia Lunos Hrvatska d.o.o 23 Ventilation products Croatia Registered offices 1. Fleming Way, Crawley, West Sussex RH10 9YX. 2. Gransholmsv\u00e4gen 136, 35599 Gemla, Sweden. 3. Strandv\u00e4gen 65, 87052 Nyland, Sweden. 4. Box 7033, 12107 Stockholm-Globen, Sweden. 5. Kattk\u00e4rrsv\u00e4gen 4, 64831 H\u00e4lleforsn\u00e4s, Sweden. 6. Professor Birkelands vei 24B, 1081 Oslo, Norway. 7. No. 272\u20133 Julu Road, Shanghai, China. 8. Ortsstra\u00dfe 4a 07751 L\u00f6bersch\u00fctz, Germany. 9. Uhlenhorst 149A, 21435 Stelle, Germany. 10. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium. 11. Kerver 16, 5521 DB Eersel, the Netherlands. 12. Boulevard de la Libert\u00e9 130, FR-59000 Lille, France. 13. 1 Haliday Place, East Tamaki, Auckland, 2013, New Zealand. 14. Keskikankaantie 17, 15680 Hollola, Finland. 15. Rude Havvej 17B, DK-8300 Odder, Denmark. 16. 4 Capital Pl, Carrum Downs VIC 3201, Australia. 17. BURSA 124 7000, Bitola, North Macedonia. 18. Via Modigliani 90 81031 Aversa, Italy. 19. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma De Mallorca Illes Balears, Spain. 20. 15 Ashfield, Consett, United Kingdom, DH8 0RF. 21. 16 Rue des Imprimeurs, 44220 Cou\u00ebron, France 22. Robbova ulica 2, 1000 Ljubljana, Slovenia 23. Zagreb (Grad Zagreb), Samoborska cesta 153A, Croatia At 31 July 2023, Volution Group plc held 75% of the voting shares of the following subsidiaries: Group company Principal activity Country of incorporation Volution Ventilation Holdings B.V. 1 Intermediate holding company Netherlands ClimaRad Holding B.V. 1 Intermediate holding company Netherlands ClimaRad BV 1 Ventilation products Netherlands ClimaRad d.o.o 2 Ventilation products Bosnia 1. L\u00fcbeckstraat 25, 7575 EE Oldenzaal, the Netherlands. 2. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and Herzegovina. Torin-Sifan Limited, Volution Holdings Limited, Volution Ventilaition Group Limited and Vent-Axia Group Limited are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of Section 479A of that Act. ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-503": {
"value": "31. Commitments and contingencies Commitments for the acquisition of property, plant and equipment as of 31 July 2023 are \u00a3582,000 (2022: \u00a3730,000). ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-504": {
"value": "31. Commitments and contingencies Commitments for the acquisition of property, plant and equipment as of 31 July 2023 are \u00a3582,000 (2022: \u00a3730,000). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-505": {
"value": "31. Commitments and contingencies Commitments for the acquisition of property, plant and equipment as of 31 July 2023 are \u00a3582,000 (2022: \u00a3730,000). ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsExplanatory",
"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-506": {
"value": "32. Share-based payments Accounting policy Equity-settled transactions The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution Long Term Incentive Plan. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation model detailed below and incorporates an assessment of relevant performance conditions. The cost is recognised in employee benefits expense (note 6), together with a corresponding increase in equity (share-based payment reserve), over the vesting period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period is adjusted to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the conditions at the vesting date. At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. The Company operates a share-based incentive scheme for Directors and key employees, known as the Volution Long Term Incentive Plan (LTIP). Share options were granted in March 2018, October 2018 and October 2019; these nil-cost options normally vest after three years assuming continuing employment with the Company. The extent to which the options will vest is dependent upon the Company\u2019s performance over a three-year period set at the date of grant. The vesting of the awards will be determined by the Company\u2019s relative total shareholder return (TSR) performance and EPS growth. The TSR element of the options granted has been valued using the Group\u2019s share price volatility, the correlation between the share price movements of TSR comparators and the relevant vesting schedule. 2023 Number 2022 Number Outstanding at 1 August 2,954,091 3,270,467 Granted during the year 920,834 365,972 Dividend equivalent added on vesting 28,355 26,500 Exercised during the year (187,697) (236,094) Lapsed during the year (76,423) (472,754) Outstanding at 31 July 3,6 3 9,16 0 2,954,091 The weighted average exercise price for all options is \u00a3nil. Of the total number of options outstanding at 31 July 2023, 1,805,635 had vested and were exercisable. The weighted average fair value of each option granted during the year was \u00a33.02 (2022: \u00a34.91). The weighted average remaining contractual life for the share options outstanding as at 31 July 2023 was 7.5 years (2022: 6.8 years). The following information is relevant in the determination of the fair value of options granted during the year under the LTIP: 2023 Option pricing model used Monte Carlo Weighted average share price at grant date (\u00a3) 3.02 Exercise price (\u00a3) Nil Expected dividend yield (\u00a3) Nil Expected life (years) 3 Expected volatility 46.2% Risk-free interest rate 4.09% The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of share prices over a period commensurate with the expected life of the option. The share-based remuneration expense comprises: 2023 \u00a3000 2022 \u00a3000 Equity-settled schemes 1,357 1,115 1,357 1,115 The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous periods. ",
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"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-507": {
"value": "Accounting policy Equity-settled transactions The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution Long Term Incentive Plan. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation model detailed below and incorporates an assessment of relevant performance conditions. The cost is recognised in employee benefits expense (note 6), together with a corresponding increase in equity (share-based payment reserve), over the vesting period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period is adjusted to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the conditions at the vesting date. At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group\u2019s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. ",
"dimensions": {
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"language": "en",
"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
}
},
"fact-508": {
"value": "33. Events after the reporting period On 4 August 2023, Volution Group acquired the trade and assets of Proven Systems Limited (\u201cDVS\u201d), a market leading supplier and installer of home ventilation solutions in New Zealand, for an initial consideration of NZ$18 million with a further contingent cash consideration of up to NZ$9 million based on stretching targets for the financial results in the next 12 months and the year ending 31 March 2025. Transaction costs relating to professional fees associated with the acquisition in the period ended 31 July 2023 were \u00a3207,000 and have been expensed as cost of business combinations separately disclosed on the face of the consolidated statement of comprehensive income above operating profit. ",
"dimensions": {
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"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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"fact-509": {
"value": "34. Glossary of terms Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 3,365,875 dilutive potential ordinary shares at 31 July 2023 (2022: 2,966,484). Adjusted EBITDA: adjusted operating profit before depreciation and amortisation. Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value and the exceptional write off of unamortised loan issue costs upon refinancing. Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working capital, less net investments in property, plant and equipment and intangible assets. Adjusted operating profit: operating profit before exceptional operating costs, release of contingent consideration and amortisation of assets acquired through business combinations. Adjusted profit after tax: profit after tax before exceptional operating costs, release of contingent consideration, exceptional write off of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value, amortisation of assets acquired through business combinations and the tax effect on these items. Adjusted profit before tax: profit before tax before exceptional operating costs, release of contingent consideration, exceptional write off of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value and amortisation of assets acquired through business combinations. Adjusted tax charge: the reported tax charge less the tax effect on the adjusted items. CAGR: compound annual growth rate. Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA. Constant currency: to determine values expressed as being at constant currency we have converted the income statement of our foreign operating companies for the year ended 31 July 2023 at the average exchange rate for the year ended 31 July 2022. In addition, we have converted the UK operating companies\u2019 sale and purchase transactions in the year ended 31 July 2023, which were denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2022. EBITDA: profit before net finance costs, tax, depreciation and amortisation. Net debt: bank borrowings and lease liabilities less cash and cash equivalents. Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based payment expense, less net investments in property, plant and equipment and intangible assets. ROIC: measured as adjusted operating profit for the year divided by average net assets adding back net debt, acquisition related liabilities, and historic goodwill and acquisition related amortisation charges (net of the associated deferred tax). ",
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"entity": "scheme:213800EPT84EQCDHO768",
"period": "2022-08-01T00:00:00/2023-08-01T00:00:00"
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}