Total
Foundation
Solutions
Resilient Performance
in Challenging Conditions
Van Elle Holdings plc
Annual report and accounts 2024
CONTENTS
ABOUT US
The UK’s largest and most diverse geotechnical and ground
engineering contractor.
Van Elle designs and delivers optimal foundation techniques, providing safe and innovative
solutions for infrastructure, residential, and construction projects across the country.
With specialised expertise in piling, ground stabilisation, and geotechnical testing, Van Elle
plays a pivotal role in shaping the nation’s infrastructure landscape.
Strategic report
About us
IFC
Our business at a glance
02
Reasons to invest
04
Our year in brief
06
Chair’s statement
08
The UK ground engineering
marketplace
10
Market overview
12
Business model
16
Strategy
18
Key performance indicators
22
Chief Executive Officer’s review
24
Operating review
30
Sustainability
33
Climate-related financial disclosures
40
Section 172/Engaging with our
stakeholders
46
Risk management and principal risks
49
Chief Financial Officer’s statement
54
Corporate governance
Board of Directors
58
Corporate governance statement
60
Audit and Risk Committee report
64
Nomination Committee report
67
Remuneration Committee report
68
Directors’ remuneration policy
70
Annual report on remuneration
74
Directors’ report
76
Independent auditor’s report
78
Financial statements
Consolidated statement of income
and other comprehensive income
86
Consolidated statement of financial
position
87
Consolidated statement of
cash flows
88
Consolidated statement of changes
in equity
89
Notes to the consolidated financial
statements
90
Parent company statement of
financial position
120
Parent company statement of
changes in equity
121
Notes to the Company financial
statement
122
Our Vision
To be the leading, most trusted provider
of total foundation solutions.
Our Mission
To achieve perfect
delivery on our projects.
Our Values
Keen to impress our customers, always do a great job and keep improving
what we do.
Safety
Always put health
and safety first.
Teamwork
A “can do” approach,
working together to
exceed customer
expectations.
Integrity
Open, honest and
straightforward,
delivering on our
promises.
Excellence
Keen to impress our
customers, always
do a great job and
keep improving
what we do.
Van Elle Holdings plc Annual report and accounts 2024
Financial Highlights
Non-financial Highlights
Revenue
Net Funds*
Headcount
£139.5m
£5.5M
639
3.5%
2022
2023
2024
£148.7m
£139.5m
£124.9m
2022
2023
2024
£7.5m
£5.5m
£5.9m
2022
2023
2024
648
639
601
Underlying Operating Profit
Underlying Return on Capital
Employed
Apprentices and Trainees
£5.5m
10.5%
42
2022
2023
2024
£5.8m
£5.5m
£4.4m
2022
2023
2024
12.2%
10.5%
9.4%
2022
2023
2024
34
36
42
Statutory Operating Profit
Statutory Return on Capital
Employed
Underlying Operating Profit Margin
£5.8m
11.2%
3.9%
XXX.X
2022
2023
2024
£5.9m
£5.8m
£4.4m
2022
2023
2024
12.2%
11.2%
9.4%
2022
2023
2024
3.9%
3.9%
3.5%
Operational Highlights
Strong performance delivering an underlying operating margin of 3.9%,
consistent with FY2023, despite challenging market conditions
Completed acquisition of Rock & Alluvium in November 2023 which
established a stronger presence in London and the South East
Impact of a softer housing market partially mitigated by the
Group’s diverse customer base including partnership and
affordable housing customers.
Excellent progress in developing closer customer relationships
in the energy and water sectors.
Establishment and commencement of trading of the
Canadian rail subsidiary for which costs have been
absorbed in the year.
Strong balance sheet maintained with an undrawn bank
facility of up to £11.0m, providing capacity to fund bolt-
on M&A and organic growth investment.
Proposed final dividend of 0.8 pence per share to
deliver full year dividends of 1.2p (FY2023: 1.2p).
* Net funds excluding IFRS 16 property and vehicle lease
01
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
OUr business at a glance
Van Elle integrated capabilities
Van Elle’s integrated capabilities provide a comprehensive suite of solutions to meet diverse project
needs efficiently and effectively.
Van Elle operates through 3 divisions: General Piling, Specialist Piling and Rail, and Ground
Engineering Services; and is focused on diverse end markets including residential and housing,
infrastructure and regional construction – across which the Group has completed more than
20,000 projects over the last 40 years.
We work across 3 key markets
Residential
Infrastructure
Regional construction
Full range of services for national and
regional housebuilders, retirement
and multi-storey residential properties,
including ground investigation, ground
improvement and ground stabilisation,
alongside piling and modular, precast
concrete foundation systems.
A full range of geotechnical services
to the highways, rail, energy, coastal,
flooding and utility sectors including
market-leading on track capabilities.
Foundation solutions for the commercial
and industrial building markets including
city centre specialisms and ground
improvement and piling capabilities to
the logistics sector.
Revenue
Revenue
Revenue
£57.2m
£55.2m
£26.2m
Revenue share
Revenue share
Revenue share
41%
40%
19%
02
Van Elle Holdings plc Annual report and accounts 2024
We report across 3 segments
General Piling
Specialist Piling and Rail
Ground Engineering Services
Offering a variety of ground engineering
and foundation solutions on open site
construction projects.
Providing a range of piling and
geotechnical solutions in operationally
challenging environments, which require
the use of specialist piling rigs and
techniques.
Offering a range of ground investigation
expertise and modular foundation
systems for residential solutions.
Key capabilities
Open site, larger projects, and key
techniques being large diameter rotary,
CFA piling and precast driven piling
(Rock & Alluvium).
Key capabilities
Restricted access and low headroom
piling; extensive rail mounted capability;
helical piling and steel modular
foundations (ScrewFast); sheet piling,
soil nails and anchors, mini-piling and
ground stabilisation projects.
Key capabilities
Driven and CFA piling for housebuilders,
precast concrete modular foundations
(Smartfoot); ground investigation
and geotechnical services (Strata
Geotechnics).
Our brands
Our brands
Our brands
Revenue
Revenue
Revenue
£56.7m
£43.9m
£38.3m
Revenue share
Revenue share
Revenue share
40%
32%
28%
03
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Reasons to invest
We benefit from a national scale, exposure to diversified markets, a deep understanding of
clients’ needs, leading capabilities and a strong financial position.
1.
The leading
UK player
2.
Strong
financial
position
3.
Clear
strategy
for growth
04
Van Elle Holdings plc Annual report and accounts 2024
The UK’s largest ground engineering contractor with the broadest range of
specialist services, and a presence across all UK regions
Transformation strategy completed, experienced Board and senior
management team in place
Diverse, expert position across housing, infrastructure and construction
markets enables early benefit from upside investment cycles, whilst mitigating
against sub-sector headwinds
Successful track record of recent M&A and plan for further consolidation and
diversification
Leading position in high-growth water and energy sub-sectors with high levels
of sector activity anticipated over the long term
Customer frameworks in place in all sectors
Low-risk, cash-generative commercial model
132 rigs
More than
25 different
techniques
Strong balance sheet, available funding facility and low levels of debt
In excess of £50m replacement cost of plant and machinery
Liquidity headroom to support further growth, M&A and capital investment
A stable institutional shareholder base
A progressive and well covered dividend
1.2p dividend
£11m
funding facility
Medium term growth plans include:
>10% compounded year-on-year revenue growth driven by:
–
housing market recovery
–
investment growth in water and energy sectors
–
higher rail CP7 spend and improved work mix
–
new civils capability
–
bolt-on acquisitions
–
new customer partnerships and frameworks
EBIT margin improvement from 4% to 6–7%
ROCE improvement from 10.5% to 15–20%
Revenue growth
> 10%
ROCE target
15–20%
05
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Employee Recognition
and Development
Community Engagement
and Outreach
Technical Achievements
and Projects
Industry Engagement
and Collaboration
Expansion and Growth
our year in brief
We have a rich heritage in innovation, investment, growth and awards.
Here are some of the significant achievements of the last year.
06
Van Elle Holdings plc Annual report and accounts 2024
Hosted our first sustainability
open day at the Training Centre in
Kirkby-in-Ashfield, bringing together
over 30 industry-leading suppliers
to discuss and demonstrate
the latest advancements and
innovations.
Showcased Rail Plant in Ontario
Ministerial Visit.
Hosted the Ashfield Business
Networking Event in partnership
with Ashfield District Council and
Discover Ashfield.
Specialist Piling team attended
the opening of the second section
of Dawlish Seawall, following our
involvement in project delivery,
including installing piles for various
structures along the seafront
and station from Coastguards
to Colonnade.
Acquired Canada’s first piling RRVs,
established a local team, and
opened a depot in Ontario.
Strata Geotechnics expanded
operations with a new sample
processing and storage facility in
Pinxton, Nottinghamshire.
Acquired Rock & Alluvium Limited,
providing an established presence
in the South East, a region with
good mid-term growth prospects,
which is currently under-served by
Van Elle.
Acquired Van Elle’s first owned rigid
inclusion rig, supporting continuous
growth in our ground improvement
offering.
Recognised outstanding individuals
and flagship projects during the
annual Van Elle People Awards.
Lucy Jackson, Graduate
Geotechnical Engineer, shared
insights into her role in honour of
International Women and Girls in
Science Day.
Engineers Zakaria Al-Musrati
and Shoaib Ali shared insights
on Ramadan to raise awareness
amongst colleagues.
In honour of INWED, Geotechnical
Engineer Shannon Wade shared
a glimpse into her typical workday
detailing what it’s like to work in this
industry, and to inspire the next
generation of engineers.
We were honoured to receive the
Safety and Occupational Health
Award from our client Wates,
recognising our dedication to safety
and the wellbeing of our team in
the housing sector.
Set a new record for the deepest
CFA piles ever undertaken by the
company, showcasing our expertise
and innovation in the field.
Completed work on a significant
rigid inclusion project for a
new warehousing complex in
Portgordon, Scotland.
Announced the commencement of
project enabling works for a station
upgrade in Toronto, Canada.
Strata Geotechnics secured
an expanded role in the Coal
Authority’s ground investigation
framework, securing a place
on all 5 regional lots in British
coalfield areas.
ScrewFast achieved a significant
milestone by successfully
completing the largest indoor
helical piling project in the UK.
Proudly participated in
collaborative community clean-up
events in the area around our
Head Office, demonstrating our
commitment to supporting and
enhancing our local community.
Collaborated with SPL Powerlines
and Adey Steel Group to install
floodlight foundations at Holbrook
St Michaels football club.
Engaged and educated over 160
primary school children about
ground engineering in Leeds.
Supported the Salvation Army’s
Christmas Present Appeal by
delivering over 150 donated
presents.
Inspired future engineers at
Orchard Primary School, with
interactive and educational session
for children aged 7 to 10 years old.
07
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chair’s statement
Successful strategic progress
the board expects there to be significant
opportunity for growth in the
medium term.”
Frank Nelson
Non-Executive Chair
Highlights
Strong performance
despite challenging market
conditions
Acquisition of Rock &
Alluvium Limited in
November 2023
Customer frameworks
in place for delivery
of essential energy
transmission works under
the Accelerated Strategic
Transmission Investment
programme
Strong balance sheet
maintained with an
undrawn bank facility of up
to £11.0m
Proposed final dividend
of 0.8 pence per share to
deliver full year dividends
of 1.2p
Overview
I am pleased to report that the Group
has delivered another strong financial
performance, building on the progress
achieved in recent years. As expected,
the UK market conditions proved
to be challenging for most of the
year, particularly in the housing and
infrastructure sectors, but the Group
has responded well to these challenges
to deliver underlying profit before
tax in line with market forecasts. We
have benefitted from strong customer
relationships across a broad range of
end markets in the UK construction
sector, and this has provided resilience
to the softer market conditions.
The housing sector delivered very strong
revenues during the first quarter of
the financial year but has since been
impacted by lower volumes on new-build
housing starts. Strong relationships
with housebuilders in the social housing
sector, has reduced the impact from
market factors, and this has partially
mitigated the lower volumes seen across
the sector as a whole.
In the construction sector a strong
demand for logistics warehousing and
data centres has helped to mitigate
uncertainty in the regional commercial
markets, albeit we experienced early
signs of recovery in London for which we
are well positioned to benefit following
the acquisition of Rock & Alluvium
Limited (“Rock & Alluvium”) from Galliford
Try in November 2023.
In the infrastructure sector, highways
and rail activity levels were lower due
to the cyclical nature of infrastructure
spending. The transition between
CP6 and CP7 resulted in a drop off in
volumes for the wider supply chain
challenges but the Group remains set to
benefit from the increased investment
priorities of CP7, new frameworks and
deeper customer relationships.
The Group has developed strong
positions in the water and energy
sectors where there is a clear pipeline of
large-scale, essential investment across
the UK, which is expected to contribute
materially to our activity levels from
FY2026 and beyond.
Despite some short-term volatility in
market conditions, we continue to see
strong levels of demand for the Group’s
services and remain confident that our
end markets are attractive, particularly
with an anticipated recovery in the
housing sector and significant future
investment expected in UK infrastructure.
Capital structure and allocation
The Group maintains a strong balance
sheet with a healthy cash position,
low debt and flexibility provided by a
borrowing facility of up to £11.0m.
As part of the acquisition of Rock &
Alluvium Limited, 3 piling rig finance
lease contracts were transferred to Van
Elle. Total debt (excluding IFRS 16 lease
liabilities), including these contracts was
£0.5m at the year-end.
The Group’s borrowing facility is
provided on a revolving basis, secured
against receivables and certain tangible
assets, and was not drawn during the
financial year. The facility was extended
in September 2023 for a further 3 years
and now expires in September 2026.
Net funds, excluding IFRS 16 property
and vehicle lease liabilities, decreased to
£5.5m at 30 April 2024 (30 April 2023:
£7.5m). This reduction in net funds
reflects £3.6m of net capital expenditure
(after disposals), £2.5m of consideration
for acquisitions, £1.3m in dividends
and an increase in working capital as a
result of higher activity levels in the final
quarter of the financial year.
X For more information
turn to pages 24 to 29
08
Van Elle Holdings plc Annual report and accounts 2024
We operate 132 rigs and continue to
allocate capital across all divisions, to
ensure we maintain a market-leading
fleet of plant and machinery. Total
capital expenditure was £5.5m in the
year, a slight reduction over the prior
year. We continually review our existing
fleet and dispose of ageing assets,
particularly those with low utilisation.
The Board continues to be disciplined in
reviewing potential bolt-on acquisitions
of established businesses, which would
be earnings accretive, augment and
strengthen the Group’s offering.
Dividend
The Board recognises the importance
of maintaining a sustainable dividend
distribution. A prudent approach has
been taken in recent years reflecting
the significant future opportunities
for growth, which will require
capital investment.
Following another year of profitable
performance, a strong balance sheet
and a healthy cash position, the Board
is pleased to recommend the payment
of a final dividend of 0.8p per share
(FY2023: 0.8p per share). If approved,
the proposed FY2024 will be paid on
18 October 2024 to shareholders on
the register as at the close of business
on 4 October 2024. The shares will be
marked ex-dividend on 3 October 2024.
An interim dividend of 0.4p per share
(FY2023 interim dividend: 0.4p per
share) was paid on 15 March 2024. The
total dividend payable for FY2024 will,
therefore, be 1.2p (FY2023: 1.2p).
ESG and our people
We are committed to reducing the impact
of our activities on the environment and
our carbon footprint as we make the
journey towards net zero emissions. I
am pleased to report that we have made
good progress this year via the Group’s
Sustainability Working Group, which has
representation from across the business.
We have signed up to the Science
Based Targets initiative (“SBTi”) and have
developed a carbon reduction roadmap,
which we are using to track progress.
At Van Elle, our people engage across
local communities, contributing to
social value initiatives local to our head
office, as well as supporting several
customer projects.
Our people are our strongest asset, and I
am proud of our collective achievements
in the past year. Their health, safety and
wellbeing is our main priority. We have
made excellent progress on improving
our safety performance during the year.
The Accident Frequency Rate (“AFR”)
improved from 0.19 in FY2023 to zero
in FY2024.
On behalf of the Board, I would like
to thank all our employees for their
hard work and commitment over the
past year.
Board and governance
The Board’s composition is reviewed
regularly to ensure that we continue to
have an appropriate mix of expertise
and experience within the Board. There
were no changes to the Board in the
current year, which has provided a
stable platform as we continue to deliver
the Group’s strategy.
During the year, we completed a
comprehensive internal review of the
Board’s structure and performance and
an action plan is in progress to ensure
continuous improvement of the Board’s
effectiveness. I would like to extend my
thanks to my Board colleagues for their
significant contribution and commitment
over the past year.
The Group is committed to the highest
standards of corporate governance
and prioritises effective shareholder
communication and engagement.
We have continued to adopt the
Quoted Companies Alliance Corporate
Governance Code, complemented with
other suitable governance measures
appropriate for a Company of our size.
Outlook
The Board expects the current
challenging market conditions to continue
throughout the remainder of calender
year 2024, particularly in the housing
and infrastructure sectors. However, the
Group’s broad range of capability and
diverse exposure to multiple sectors,
provides strong resilience against
macroeconomic factors and means
Van Elle is well-placed to benefit from
improvements in the market.
Despite the expectation that the first
half of FY2025 is likely to be impacted
by the softer market, all the Group’s
end markets are expected to recover
in the near term and combined with
strong positions being developed in
the water and energy sectors and a
fast-growing rail business in Canada,
the Board expects there to be
significant opportunity for growth in the
medium term.
We remain confident of delivering our
medium-term financial targets of 5–10%
annual revenue growth, 6–7% operating
profit margin and 15–20% ROCE
by FY2027.
Frank Nelson
Non-Executive Chair
23 July 2024
09
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Source: Construction Products Association – Construction Industry Forecasts 2024–2026, Spring 2024 Edition
The UK ground engineering marketplace
UK construction market overview
The UK Construction market continues to fall in 2024, with the
latest forecast showing an overall annual drop of 2.3%. Key
drivers of the decline remain reductions in the construction of
new housing, which is forecast to drop by 5.0% and industrial
output, which is expected to decline by 7.4%. Political and
economic uncertainties continue to prompt caution, with risks
including the change in government, continued international
instabilities and inflationary rises linked to the costs of
materials and shipping.
Outlook
The Spring Construction Industry Forecasts 2024–2026
published by the CPA predicts a reduction in construction
output across all sectors of 2.2% in 2024, with a forecast for
2025 of a 2.1% increase in output and a projected increase
of 3.6% in 2026. A GDP growth of 0.5% is forecast for 2024,
with stronger growth of 2.1% due in 2025 and 2.4% in 2026.
The residential sector is expected to be spurred by an upturn
in optimism in the housing market, with an overall predicted
increase of 4.7% in 2025. Infrastructure output is expected to
remain flat in 2024, before growth of 1.5% in 2025.
Total UK construction output
2025
£185.4bn
2026
£192.1bn
2024
£181.5bn
2023
£185.7bn
2022
£182.1bn
Public
Repair and maintenance
Commercial and industrial
Infrastructure
Residential
Forecasted
40.6
29.2
28.6
77.2
9.8
43.0
30.3
79.2
10.3
38.7
28.8
28.6
75.7
9.7
41.1
28.9
29.8
76.4
9.5
46.4
27.8
28.7
70.6
8.6
29.3
Our unique spread of activity across all
construction sectors provides resilience in
a challenging market.
Non-Executive Chair
10
Van Elle Holdings plc Annual report and accounts 2024
The UK’s largest ground
engineering contractor
Better coverage to capture
market share, providing a
consistent national service and
the UK’s best invested rig fleet
Deep technical competence
with unique capabilities
Expertise across 25 specialist
techniques, in highly regulated
operating environments
Agile and mobilised for speed
Our geographic reach and
rivalled assets allow us to deliver
over 1,200 projects a year
What this means for Van Elle
KEY
Operational centres
Centre of operations
Geographical reach
Geographical reach
Our transportation
team, led from our
Head Office, ensure
that we are able to
marshall our assets
to service all locations
within Britain
11
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
The Infrastructure sector saw a growth in output of 4%
in 2023 and now accounts for 26% of new construction
work, up from 20% in 2019. Further growth in the
sector of 1.5% in 2025 and 3.6% in 2026 is currently
forecast.
Major projects for Van Elle in this sector include the
ongoing Transpennine Route Upgrade (“TRU”) in the
Rail sector, following the diversion of funds from the
now defunct HS2 Phase 2. TRU is a multi-billion-pound
railway programme designed to upgrade the existing
Transpennine main line into a high performance and
reliable railway serving freight and passengers with
increased reliability and running more sustainable
electrical stock. TRU projects have been delivered by all
business divisions working collaboratively. The biggest
growth in our civils add-on services has come from our
ECI involvement with the TRU project.
The rail sector remains a big focus area. Network
Rail CP7 began in April 2024 and will see a combined
spend of £44bn across England, Wales and Scotland
to March 2029.
The highways sector continues to be subdued. Van
Elle continues involvement in the Smart Motorway
programme as a strategic partner, working on the
NEAR retrofit programme, increasing the number
of emergency areas across the All Lane Running
motorways by 50%. Schemes have so far included
STRATA carrying out site investigations, soil nailing, King
Post walls, sheet piling, screwfast helical and grillage
foundations for gantries, and our rail division delivering
plunge piles using road rail vehicle plant.
Our Civils division has had a new focus for FY2024,
increasingly offering ancillary civils solutions to wrap
around the piling solution. These are designed to
simplify interfaces for customers, providing a more
holistic approach.
The Energy, Power and Distribution sector is anticipated
to grow substantially over the next 5–10 years. The
Accelerated Strategic Transmission Investment (“ASTI”)
Framework announced in December 2022 sees
SSE and National Grid operating a joint framework
based around a funding model where costs are to
be recouped from energy bills. Major projects will
include a number of sites along the Eastern Seaboard
of the United Kingdom connecting offshore wind
to the grid, and expanding overseas connections.
These vital renewable solutions will provide long-term
energy security to the United Kingdom, and help the
UK achieve the connection of an ambitious 50GW
of offshore wind to the grid by 2030. Van Elle is well
positioned to benefit from relationships with key clients
already in the sector.
In FY2023 the Group delivered 2 significant energy
plant projects with total revenues of c.£20m. It is a
lack of projects of this scale in FY2024 that results in
infrastructure revenues declining year on year.
Our response
FY2024 has seen a shift in focus for Van Elle from
an emphasis on the project to an emphasis on
the customer. Developing relationships has been
key to our success this year, and we are looking
forward to the opportunities this brings in FY2025
and beyond. Working closely with customers give
us access to shared pipelines and greater visibility
of future workload, helping us to plan better. Early
involvement work should lead to Ground Investigation
work in FY2025, progressing to the installation of
foundations beyond.
For the first time, Van Elle has secured a position on
the CP7 Southern framework working directly for
Network Rail as a principal contractor. This positions
the Company well to benefit from CP7 frameworks
in different regions, and for further involvement in
projects in the Southern region.
We remain a key strategic partner for BAM on the
Geotechnical framework for TRU West. FY2025
will see a large portion of this project realised. We
were involved with the South West Rail Resilience
programme. Our specialist piling division installed a
new seawall for BAM in Dawlish.
In Wales, we installed foundations for the overhead line
equipment on the Core Valley line and remain one of
the market leaders in delivering geotechnical solutions
for the role out of electrification projects.
We foresee a range of opportunities arising from
energy sector framework agreements with customers.
Source: Construction Products Association – Construction Industry Forecasts 2024–2026, Spring 2024 Edition
Infrastructure
Market overview
FY2024 Market Overview
12
Van Elle Holdings plc Annual report and accounts 2024
We are currently discussing agreements and have early
involvement with multiple clients.
The water sector is a future focus for Van Elle. Water
companies consistently failed to deliver promised
levels of investment during AMP7, which ends in April
2025, and they are under pressure to remedy this
in the significantly larger AMP8 delivery, leading to a
projected 5% growth forecast for this sector in 2026.
Van Elle is positioned well to capitalise on this growth
thanks to the design of a modular repeatable solution
designed through early involvement with key customers
in this area.
The acquisition of Rock & Alluvium, formerly a Galliford
Try company, included a 5-year trading agreement as
part of the terms. Over the last half of FY2024, we have
been developing relationships across the Galliford Try
business, including in the infrastructure, highways and
water sectors. Representatives from the business have
visited Galliford Try offices right across the UK. Enquiry
levels from Galliford Try have tripled and orders are
increasing in the last half of 2024. We are expecting
strong growth from the development of this business
relationship in FY2025.
UK market 2023
4.0%
Van Elle 2023/24
-11.8%
CPA GROWTH FORECAST
2026
2025
2024
1.4%
(0.3%)
3.8%
Strategic Report
13
Van Elle Holdings plc Annual report and accounts 2024
Major housebuilders are still facing the impacts of
decline in demand over the last 18 months, and
completions fell by more than 20% in 2023 for
most. Housing associations and local authorities are
prioritising investment in improving existing stock,
rather than the development of new build projects.
Contraction in the sector, which started in 2023, is due
to continue throughout 2024. However, confidence in
the housing market is starting to increase, as shown by
a rise in house prices and strengthened demand. The
CPA expects the Bank of England to make 2–3 interest
rate cuts of 0.25% in the second half of 2024, easing
the pressure on homeowners and further stimulating
the market.
Recent changes to the building safety act have had
an impact on the market. Developers now need to
have all designers for a project on board before full
planning is granted, and as piled foundations are
typically contractor designed, this includes piling. This
means earlier involvement with projects, and increased
certainty around pipeline works, but delays from
initial project engagement to commencement on site.
There is also some uncertainty remaining regarding
the requirements and the new process from some
developers and principal contractors.
Our response
The first half of FY2024 was buoyant for Van Elle, thanks
to high demand for project completion prior to the
June 2023 change to Building Regulations Part L. The
second half of FY2024 was subdued, as predicted. We
are currently seeing a slow start to FY2025, however,
there are already signs of the sector picking up. This
is reflected in the CPA’s prediction that this sector will
bounce back quickly, with 5% growth in private housing
in 2025 and 6% in 2026.
Our Smartfoot solution continues to be a best seller
in this sector; however, we have started to offer cast
in-situ ground beams via our civils division to offer
customers an alternative solution that is often better
suited in the current market. Through the civils division
we are looking to offer more turnkey solutions to
our housing customers. A collaboration with leading
groundworker M&J Evans has also been established to
offer a joined-up service to major housebuilders.
Van Elle’s acquisition of Rock & Alluvium, finalised
in the latter part of 2023, was primarily driven by
the requirement to increase our presence and
customer base in the South East and London regions,
predominantly in the medium to high-rise residential
market. Traditionally, this has been a difficult regional
market to enter.
UK MARKET 2023
-11.4%
VAN ELLE 2023/24
+0.6%
CPA GROWTH FORECAST
2026
2025
2024
4.9%
(5.8%)
5.9%
Market OVERVIEW CONtinUED
Source: Construction Products Association – Construction Industry Forecasts 2024–2026, Spring 2024 Edition
RESIDENTIAL
14
Van Elle Holdings plc Annual report and accounts 2024
Output in public non-housing projects is predicted to
increase by 3% in 2024, before plateauing in 2025.
Work on the New Prisons Programme (“NPP”) had been
delayed due to planning challenges, but is now back
on track. Van Elle are working closely with Wates to
develop modular solutions for the security fencing and
piling strategies for the main buildings.
London continues to be a difficult market to break into
given the specific dynamics of the way contracts are
awarded. Our acquisition of Rock & Alluvium together
with Van Elle’s support has started to yield results
in this region with a number of large multi discipline
schemes coming on line.
Our response
FY2024 has seen Van Elle complete significant and
high-profile projects across the regions of the UK. The
focus of our work winning function on to the customer
as opposed to the project has led to an emphasis
on building relationships and gaining places on
frameworks. This gives us a better handle on pipelines
and a greater certainty and accuracy on reporting and
resource management.
As previously mentioned, we have been working closely
with Galliford Try developing relationships across their
regional offices. This has already translated into an
increase in enquires in FY2024.
Van Elle completed the delivery of 2 of the largest
energy-from-waste schemes in the country in the North
East and West Midlands, with works completed in
FY2024 for a new client, Acciona construction.
FY2024 also saw Van Elle complete our largest sheet
piling installation to date for the defence sector at
Devonport.
Our general piling division successfully delivered a new
battery Gigafactory for Wates. A wider partnership
with Nissan and Sunderland City Council to create an
electric vehicle hub, this project has cemented our
relationships with Wates major projects division and
discussions around numerous significant opportunities
are ongoing, including as previously mentioned, the
new prisons programme.
FY2024 saw continued investment in plant to grow our
ground improvement division offering logistics and
distribution centres a more cost effective and lower
carbon foundation solution, which is fast becoming
market leading. We completed a Whisky storage facility
in Port Gordon with the installation of £4.5m of rigid
inclusions.
UK MARKET 2023
+3.8%
VAN ELLE 2023/24
-9.5%
CPA GROWTH FORECAST
2026
2025
2024
4.9%
(5.8%)
5.9%
* Comprises the Construction Products Association commercial
and industrial sectors.
REGIONAL CONSTRUCTION*
15
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Our services
Opensite piling
Ground improvement
Restricted access and specialist
piling
Modular foundation systems for
housebuilders
Rail engineering
Retaining structures
Slope stabilisation
Ground investigation
Pile testing
Geotechnical engineering
Logistical support (precast
manufacturer and steel fabrication)
Construction training
X For more information turn to pages 02 and 03
Our differentiated offering
1. Integrated capability
We provide an end-to-end service,
from initial ground investigation
through to the largest types of
foundation engineering
2. UK’s largest rig fleet
We have 132 rigs in our fleet with more
than £60m capital invested since 2015
3. Dedicated team
We deploy a directly employed
workforce of more than 400 highly
trained operatives
4. Innovative
We are constantly innovating and
invest up to 10% of our expenditure
into developing new techniques and
applications
Our resilience
Operating nationally in different sectors with a diverse product portfolio
gives us resiliency through national cyclicality.
Business model
We leverage our well invested rig fleet, our technical expertise and culture to provide full
lifecycle ground engineering services to our diverse customer base in order to deliver value
for our stakeholders and society.
How we ADD value
What we do – our full lifecycle capability
1. Trusted partnerships
Long-term customer focus
End-to-end, integrated
capabilities
Best-value, innovative
technical solutions
Appropriate risk profile
Collaborative approach and
early involvement
Conscious of our impact
on communities and the
environment
2. The best people and
assets
Engaged employees
More than 5% trainees and
apprentices
Visible leadership
Well-trained, directly
employed workforce
Optimised utilisation of
well‑maintained, extensive
rig fleet
Responsive logistical support
3. Our people
Attracting and developing
excellent people to create a
vibrant, diverse and flexible
workforce
100% direct labour model and
a culture where employees feel
valued and empowered to make
informed decisions
Interesting and challenging
careers in a diverse business
that provides people with the
opportunity to develop their
potential
Headcount
639
R
es
id
en
ti
a
l
R
e
gi
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a
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st
r
u
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n
In
f
r
a
s
t
ru
c
t
u
r
e
40%
41%
19%
16
Van Elle Holdings plc Annual report and accounts 2024
Competitive advantages
5. Expert
We provide more than 25 geotechnical,
ground improvement and piling
techniques across the Group
Different techniques
25+
6. Market leading
We are one of the UK market leaders
in the deployment of modular
foundations to the housing sector
The value we create
Our customers
A focus on long-term
strategic relationships
Early contractor involvement to assist
customers in designing the most innovative,
value adding, cost effective and sustainable
geotechnical solutions
A broad range of geotechnical solutions
including modern methods of construction
with off-site and modular products
Recurring revenues
75%
Our shareholders
Delivering profitable results and on track to
achieve the Group’s medium-term financial
targets
Robust balance sheet with low gearing and
reinvestment in the business to support our
growth strategy
Operational flexibility leading to improving
asset utilisation and return on capital
employed
Total recommended dividend
1.2p
Our people
Attracting and developing excellent people
to create a vibrant, diverse and flexible
workforce
100% direct labour model and a culture
where employees feel valued and
empowered to make informed decisions
Interesting and challenging careers in a
diverse business that provides people with
the opportunity to develop and reach their
potential
Apprentices and trainees
42
1.
5.
Pr
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ni
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4.
3.
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l
P
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TI
O
N
More than
1,000
projects
completed
each year
Delivering
long-term
value
For our
Customers
For our
Employees
For our
communities
For our
shareholders
17
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
STRATEGY
The Group’s objective is to maintain and extend our position
as the UK’s largest and most diverse ground engineering
contractor. We will do this in a sustainable way to ensure
long-term benefits for all our stakeholders.
In 2020, the business launched its 3-phase strategy of improving business
performance, developing foundations for growth and establishing a market
leadership position. Recognising ongoing continual improvements in phases 1 and 2,
the Group’s focus is firmly on phase 3 of the plan, which is defined by the published
medium-term financial targets. These are; annual revenue growth of 5–10%,
underlying operating margins of 6–7%, and return on capital employed of 15–20%.
Progress has been interrupted by external factors including Brexit uncertainties, the
Covid-19 pandemic and high UK inflation and interest rates impacting all the Group’s
end markets. Although some uncertainties are expected to persist during FY2025, as
a result of actions taken to improve performance, diversify its range of services and
accelerate its position in new growth markets, the Group is confident in achieving
these financial objectives in the medium term.
Improved
business
performance
X Read more
about our
strategy in
action on
page 25
Strategic priorities
Progress to date
Simplified structure,
improved leadership
capability, strengthening
of management team,
employee engagement and
development
A strengthened leadership team and Board
Launch of the Van Elle leadership development programme, aimed at
developing and retaining the next generation of leadership talent
Year-on-year improved employee engagement scores
Full review of employee remuneration and benefits targeted at employee
engagement and retention
Operational performance
improvement
Improved operational processes, increased digitisation of site records
and strengthened project management roles
Strengthened health and safety team with experienced safety
professionals aligned to each division
Strengthened commercial
approach, improved
compliance and governance
New commercial structure in place with updated processes for bidding
and agreeing contract terms
Overhead and cost
efficiencies, debt reduction
and strong cash position
Cost reduction and cash preservation actions embedded
Business improvement team established
18
Van Elle Holdings plc Annual report and accounts 2024
Links to KPIs
Link to risks
Revenue
Operating profit
Operating margin
Earnings per share
(“EPS”)
Net funds
Return on capital
employed
Leverage
Non-compliance with our Code of
Business Conduct
Product and/or solution failure
Ineffective management of our
contracts
Failure to comply with health and
safety and environmental legislation
Not having the right skills to deliver
19
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
STRATEGY continued
Foundations
for growth
X Read more
about our
strategy in
action on
page 28
Strategic priorities
Progress to date
Raised brand profile and key
customer development in
target sectors
Customer partnerships developed in energy, water and rail
5-year trading agreement with Galliford Try
Increased proportion of frameworks; now established with 6–8 UK
housebuilders and major building companies
Innovation focus and
diversified specialist
capabilities
Launch of the Smartdeck housing foundation solution and continuous
innovation of the Smartfoot product offering
Development of market-leading deep CFA capability
Diversification of capabilities in rail including ground investigation and
ancillary civils
The development of a sheet piling capability supports growth in all sectors
Development of ground improvement capability supports growth in the
logistics warehouse market
Canadian rail subsidiary established in 2023
R&D expenditure is c.10% of cost base with a strong track record of R&D
tax claims
Bolt-on acquisitions to
strengthen end-to-end
service offering
ScrewFast Foundations acquisition focused on specialist techniques in
highways and energy
Rock & Alluvium acquisition strengthens our offering in London and the
South East
Pipeline of acquisition opportunities now in place
Strengthened balance sheet
and increased debt facilities
Strong balance sheet with low gearing and asset-based lending facility
of up to £11m to support growth
Investment in skills and
depot/office facilities to
support growth aspirations
Headcount increased to 670 employees from 640 at the start of the period
Expanded suite of in-house training facilities at the Kirkby training centre
to meet the growth in headcount. Training days delivered has increased to
4,000 a year
Refurbishment of the owned and previously sub-let Pinxton premises to
provide additional depot capacity
A new depot at Thurrock and a regional office in Leatherhead established
as part of the Rock & Alluvium acquisition
SUSTAINABLE
MARKET
LEADERSHIP
X Read more
about our
strategy in
action on
page 27
Strategic priorities
Progress to date
Become a trusted partner for
key customers; increasingly
involved in longer-term
collaborative projects
Appointment of Pre-construction Director with a dedicated focus on early
involvement with key customers on strategic opportunities
Appointment to the 10-year Smart Motorways Programme Alliance
Appointment to the piling frameworks for electrification of the Core Valley
Lines and the TransPennine Route Upgrade
Customer frameworks in place in the energy and rail sectors
Strategic, national partnerships with several top 10 construction contractors
Deploying the best people
and assets
Launch of the Van Elle leadership programme in 2022
Investment in market-leading deep CFA technology
Digitisation of site records to be rolled-out in FY2025
Reduce our environmental
and carbon impact to net
zero by 2050
Net zero strategy launched in FY2023
Key initiatives in place including; maximisation of offsite techniques, low
carbon construction products, renewable energy supply at Kirkby and low
emission plant
Delivery of our medium-term
financial KPIs
Growth impacted by market volatility in FY2024. 10% YoY annual growth
expected FY2025 onwards
Debt reduced to nominal levels in 2023
EBIT margins to grow from 4% to 6-7% and ROCE to grow from 10.5% to
15-20% in the medium term
20
Van Elle Holdings plc Annual report and accounts 2024
Links to KPIs
Link to risks
Revenue
Operating profit
Operating margin
Net funds
Return on capital
employed
A rapid downturn in our markets
Failure to procure new contracts
Loss of market share
Non-compliance with our Code of
Business Conduct
Product and/or solution failure
Ineffective management of our
contracts
Cyber attack
Inability to finance our business
Links to KPIs
Link to risks
Revenue
Operating profit
Operating margin
Earnings per share
(“EPS”)
Net funds
Return on capital
employed
Leverage
A rapid downturn in our markets
Failure to procure new contracts
Loss of market share
Ineffective management of our
contracts
Not having the right skills to deliver
Inability to finance our business
21
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Key Performance Indicators
REVENUE
STATUTORY OPERATING
PROFIT
STATUTORY OPERATING
PROFIT MARGIN
2022
2023
2024
£148.7m
£139.5m
£124.9m
XXX.X
2022
2023
2024
£5.9m
£5.8m
£4.4m
2022
2023
2024
3.9%
4.2%
3.5%
Description
Revenue and revenue growth track
our performance against our strategic
aim to grow the business.
Description
Statutory operating profit is the
basis for calculating other reported
KPIs and is after all categories of
non-underlying items.
Description
Statutory operating profit margin is a
key measure of performance against
our strategic growth objectives.
Performance
Revenue decreased by 6.2% in total
across the year to £139.5m. Excluding
the impact of acquisition Rock &
Alluvium, revenue decreased by 11.7%.
The reduction in revenues was driven
primarily by softer market conditions,
with the housing and infrastructure
sectors being impacted by lower levels
of demand and project delays.
Performance
Total operating profit in FY2024 is
broadly in line with the previous year,
with lower activity levels and the
absorption of start-up costs for the
Group’s Canadian rail subsidiary offset
by improved margin and overhead
reduction.
Performance
Statutory operating profit margin
has improved in FY2024 due to
improved gross margins and overhead
reduction.
underlying
operating Profit
underlying OPERATING
PROFIT MARGIN
2022
2023
2024
£5.8m
£5.5m
£4.4m
2022
2023
2024
3.9%
3.9%
3.5%
Description
Underlying operating profit is the
basis for calculating other Underlying
KPIs and is before all categories of
non-underlying items.
Description
Underlying operating profit margin is
a key measure of performance against
our strategic growth objectives.
Performance
Underlying operating profit declined
in FY2024. Lower activity levels and
the absorption of start-up costs for
the Group’s Canadian rail subsidiary
have partially been offset by improved
margin and overhead reduction. The
Group reports a non-underlying credit
of £333,000 in FY2024.
Performance
On an underlying basis the Group
reports an operating margin of 3.9%,
consistent with FY2023.
22
Van Elle Holdings plc Annual report and accounts 2024
The key performance indicators (“KPIs”)
we utilise are instrumental in measuring
and ensuring the Company maximises
its financial performance. These are
measured monthly and reviewed annually
against our strategic outlook.
STATUTORY RETURN ON
CAPITAL EMPLOYED
STATUTORY EARNINGS
PER SHARE
Net Debt/funds
2022
2023
2024
12.2%
11.2%
9.4%
2022
2023
2024
4.4p
3.9p
1.7p
2022
2023
2024
£7.5m
£5.5m
£5.9m
Description
This measure indicates the rate of
return per pound invested in the
operating assets of the business.
Capital employed is taken to be
average net assets excluding net
funds (including IFRS 16 Property and
Vehicle Lease Liabilities) and earnings
is taken as reported operating profit.
Description
This KPI measures our after-tax
reported earnings relative to the
weighted average number of shares in
issue and provides a monitor on how
we are increasing shareholder value.
Description
Net funds reflects the Group’s total
cash and cash equivalents less
any borrowings, excluding IFRS 16
Property and Vehicle Lease Liabilities.
Performance
Statutory ROCE has decreased in the
period to 11.2%, reflecting broadly flat
operating profit year on year, and the
continued investment in capital and
bolt-on-acquisitions.
Performance
Statutory basic earnings per share was
3.9p (2023: 4.4p) reflecting improved
profit before tax in the period, offset
by an increased effective tax rate.
Performance
Net funds have decreased by £2.0m
in the year to £5.5m. The Group's
only remaining debt at 30 April 2024
is £0.5m of hire purchase financing.
The reduction in net funds in the year
is driven by purchase of subsidiary
companies and investment in working
capital.
underlying RETURN ON
CAPITAL EMPLOYED
underlying EARNINGS
PER SHARE
Leverage
2022
2023
2024
12.2%
10.5%
9.4%
2022
2023
2024
4.4p
3.5p
2.7p
2022
2023
2024
0.1x
0.0x
0.1x
Description
This measure indicates the rate of
return per pound invested in the
operating assets of the business.
Capital employed is taken to be
average net assets excluding net
funds (including IFRS 16 Property and
Vehicle Lease Liabilities) and earnings
is taken as reported operating profit.
Description
This KPI measures our after-tax
underlying earnings relative to the
weighted average number of shares in
issue and provides a monitor on how
we are increasing shareholder value.
Description
This KPI measures our total debt as a
proportion of EBITDA.
Performance
Underlying ROCE has decreased in the
period to 10.5%, reflecting reduced
underlying operating profit year on
year, and the continued investment in
capital and bolt-on-acquisitions.
Performance
Underlying basic earnings per share
was 3.5p (2023: 4.4p) reflecting
reduced underlying profit before tax in
the period and an increased effective
tax rate.
Performance
Leverage continues to be low as the
only remaining debt at 30 April 2024 is
£0.5m of hire purchase financing.
23
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chief Executive Officer’s review
market and capability diversification providing resilience
Highlights
Strong performance
delivering an underlying
operating margin of 3.9%,
consistent with FY2023,
despite challenging market
conditions.
Revenue 6% below the prior
year, with the comparative
period benefiting from
stronger end markets.
Completed acquisition of
Rock & Alluvium in November
2023 which established a
stronger presence in London
and the South East
Impact of a softer housing
market partially mitigated by
the Group’s diverse customer
base including partnership
and affordable housing
customers
Excellent progress in
developing closer customer
relationships in the energy
and water sectors
Commencement of trading of
the Canadian rail subsidiary
Capital investment of £5.5m
in the year and £2.9m
of plant and equipment
added as part of the Rock &
Alluvium acquisition
Mark Cutler
Chief Executive Officer
Full-year expectations achieved
The Group delivered another resilient
performance in FY2024, despite
challenging market conditions across
most sectors. As expected, revenue was
6.2% below the prior year at £139.5m
(FY2023: £148.7m). On a like-for-like
basis, excluding the impact of Rock &
Alluvium, which was acquired
on 30 November 2023, revenues
decreased by 11.7%.
Notwithstanding these challenging
market conditions, the Group
delivered a robust performance, with
underlying profit before tax of £5.1m
(FY2023: £5.3m). Underlying operating
margin also remained stable at 3.9%
(FY2023: 3.9%).
The housing market delivered very
strong revenues in the first quarter
of the financial year but activity levels
reduced materially over the remainder
of the year, in line with the lower new
build volumes widely reported by major
housebuilders. Our diverse customer
base, with additional exposure to
partnership and affordable housing
customers, partially mitigated this
impact, where volumes were affected to
a lesser extent.
In infrastructure, the Group has made
excellent progress in developing
closer customer relationships and
strengthened market positions in
all segments, but market challenges
persisted throughout the year from a
combination of budget and inflationary
pressures, project delays and transition
between investment cycles. A strong
pipeline of opportunities has been
developed in the energy and water
sectors, where there is a clear pipeline
of planned investment. These sectors
are expected to contribute materially
to Group performance in the medium
term. Both rail and highways sectors
reported lower activity levels during
the year. Rail was impacted by lower
spending during the final year of
Network Rail’s CP6 investment period.
Highways revenues were also reduced,
impacted by the cancellation of further
Smart Motorways project, other project
cancellations and delays in regional
delivery programmes.
Costs associated with establishing the
Group’s Canadian rail subsidiary have
been absorbed in the year and activity
levels are now increasing to sustainable
levels, despite delays to the major
Metrolinx GO Expansion programme
in Toronto, for which we are now
preferred bidder for the foundations
strategic partner role, covering design
development and early works ahead of
main construction starting in FY26.
In the regional construction sector
market, conditions were also challenging,
with developer confidence affected
by build cost inflation. The Group
completed several important schemes
in the growing segments of data centres
and industrials. Commercial schemes
have suffered delays in most regions. In
London, progress has been impacted
by the new Building Safety Act which
requires more rigorous design and
planning conditions for buildings over 18
stories, albeit the initial backlog will ease
during FY2025. In November 2023, the
Group acquired Rock & Alluvium Limited
from Galliford Try Holdings plc, which
has provided an established presence
in London and the South East. Trading
under the wider Galliford Try trading
agreement is in line with expectations.
We continue to focus on efficiency
projects both to improve operational
effectiveness and also to leverage the
Group’s IT infrastructure and systems.
Further cost saving initiatives have
also been identified, which are being
delivered as part of our drive for
continuous improvement.
Strong balance sheet
The Group maintained a strong balance
sheet with a healthy cash balance, low
debt and significant liquidity headroom
against its undrawn £11.0m funding
facility. The facility term was extended
during the year and now expires in
September 2026.
24
Van Elle Holdings plc Annual report and accounts 2024
Improved Business Performance – Civil
Engineering Capability
We launched a dedicated civil engineering team
focused on integrated civil and foundation
opportunities in the rail, energy, and water sectors.
This strategic initiative highlights our proactive approach
to meeting the evolving industry needs, allowing us to offer
comprehensive solutions and enhance competitiveness in
key sectors.
By combining civil engineering expertise with our
foundation solutions, we can deliver holistic, value-driven
projects that drive progress and foster sustainable
development.
Notable projects include the Martlesham embankment
works, Okehampton, Nexus, and the ongoing Oxford
Station project. Additionally, we have completed a housing
project in Seaford, utilising reinforced concrete ground
beams instead of the precast option.
The Group assumed 3 small lease
liabilities over rigs as part of the
acquisition of Rock & Alluvium Limited,
but Group debt remains well within our
target leverage threshold of less than
1.5 times EBITDA. Total debt (excluding
IFRS 16 lease liabilities) was £0.5m at the
year-end (30 April 2023: £1.4m).
Net funds, excluding IFRS 16 property
and vehicle lease liabilities, decreased to
£5.5m at 30 April 2024 (30 April 2023:
£7.5m). This reduction in net funds
reflects £3.6m of net capital expenditure
(after disposals), £2.5m of consideration
for acquisitions, £1.3m dividends and an
increase in working capital as a result of
higher activity levels in the final quarter
of the financial year.
Health and safety
The health, safety and wellbeing of our
employees is our first priority. We have
made excellent progress during the
year with significantly improved internal
communication and reporting, which is
driving a stronger safety culture in the
business.
A health and safety survey was conducted
during the year with strong levels of
engagement across the workforce. The
survey responses are being used to drive
an action plan for further improvement.
We have built on the progress made in
the prior year on the Group’s upgraded
Integrated Management System, which
now captures all operational processes
and procedures. These have been briefed
out to all employees to embed best
practices and improved consistency.
Our safety record improved again in the
year, with a RIDDOR Accident Frequency
Rate (“AFR”) per 100,000 hours worked
of zero in FY2024 (FY2023: 0.19).
People
The Group continued to develop its
workforce and core management
capabilities, with new development
programmes in place for supervisors
and management. Our in-house training
centre coordinated and delivered all
the Group’s training needs, delivering
a high level of internal training days,
broadly consistent with the prior year.
Group average headcount was stable
throughout the year at 639 and assisted
by reduced resource demand on HS2.
Voluntary churn was lower at 14%
(FY2023: 18%).
During the year some restructuring was
undertaken to improve the efficiency
of the operating business units, reduce
duplicated processes and roles and
to improve collaboration. As part of
these changes Malcolm O’Sullivan was
appointed as Chief Operating Officer
and several other internal promotions
were implemented.
Strategy
The Group made further progress in
the year, with continued focus on the
final phase of our strategic plan to
deliver market-leading performance.
The medium-term financial KPIs (annual
revenue growth of 5–10%, underlying
operating margins of 6–7%, ROCE of
15–20% and leverage of less than 1.5
times EBITDA) remain the Group’s
objectives.
Strategic highlights in the year include:
As the pipeline of investment under
the UK energy sector’s Accelerated
Strategic Transmission Investment
(“ASTI”) programme becomes clearer,
we have developed strong customer
partnerships for delivery of future
works. Significant investment is
expected in the UK high-voltage
power network over the medium
to long term and our breadth of
capability puts the Group in a very
strong position to be able to support
major project activity.
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chief Executive Officer’s review continued
The Group has made excellent progress in
developing strong customer relationships in
the energy and water sectors, where there is a
clear pipeline of planned investment.”
Rock & Alluvium has
provided an established
presence in London and
the South East”
The acquisition of Rock & Alluvium
from Galliford Try Holdings plc
was completed to provide wider
growth opportunities for the Group
in London and the South East. The
integration of Rock & Alluvium has
progressed in line with expectations
and the business traded profitably in
the final quarter of the year.
A 5-year trading agreement with
Galliford Try was entered into, under
which Van Elle has started to provide
piling and geotechnical services.
The Group was awarded new
framework agreements including in
Network Rail’s southern region CP7
civils and with the Coal Authority
for national ground investigation
services.
Continued investment in the
establishment of the Group’s
Canadian operations, with a strong
pipeline of identified opportunities
now exceeding CAD $40m.
Continued leadership training with
the first leadership development
programmes in place for high
potential leaders and supervisors.
Re-development of the Group’s
freehold premises at Pinxton to
provide additional capacity.
Sustainability and ESG
The Group’s sustainability strategy
is aligned with the UN Sustainable
Development Goals, which we consider
to be the most applicable to our
business operations. We have signed
up to the Science Based Targets
initiative (“SBTi”) to set achievable
emissions reduction targets against a
representative base year to achieve net
zero by 2050.
A medium-term sustainability roadmap
is established, which provides a clear
pathway to a 30% reduction in our
greenhouse gas emissions from a 2020
baseline.
Our Sustainability working group, which
has executive level leadership, is using
this roadmap to track progress against
our targets and objectives. The Group
measures and reports Scope 1 and
Scope 2 emissions.
During the year, our people have
engaged with numerous social value
initiatives, both during customer projects
and also locally within the community
around our offices.
Our sustainability targets for next year
include:
Full validation of our targets with SBTi.
Become accredited sustainable
procurement, ISO 20400.
Develop processes to measure and
report Scope 3 emissions.
Review and implement solar panels
where appropriate.
Trial low carbon concrete and steel.
Embed carbon footprint estimations
for all projects at the design stage.
Markets
The Group operates in 3 market
segments:
Residential constituted 41% of Group
revenues in the year (up from 38%
in FY2023). Divisional teams deliver
integrated piling and foundation systems
for national and regional housebuilders,
retirement homes and multi-storey
residential properties.
Demand for the Group’s Smartfoot
precast concrete foundation system
(reported in the Group’s Ground
Engineering Services segment) was
very strong during the early part of the
financial year. New building regulations,
introduced towards the end of Q1
FY2024, resulted in the acceleration of
some residential projects, which provided
a temporary increase to revenues.
As anticipated, the impact of increasing
mortgage rates and general market
uncertainty caused a decrease in the
rate of new build starts from the second
quarter, which continued throughout the
remainder of the financial year. Whilst
this resulted in significantly lower activity
levels in private housing, some impact
was mitigated by the Group’s balanced
exposure to affordable and partnership
housing customers.
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Van Elle Holdings plc Annual report and accounts 2024
Foundations For Growth – Energy and
Water Sectors
The Group has made significant progress in
capturing substantial growth opportunities in
the energy and water sectors.
During FY2023, we secured several customer
frameworks and identified a bidding pipeline of
approximately £300m over the next 5 years.
In the energy transmission and distribution sector,
we have a robust pipeline of opportunities and are
the preferred bidder on 3 targeted schemes for
FY2024.
These projects underscore our operational
excellence and commitment to client satisfaction,
showcasing our strategic approach to delivering
excellence across all endeavours.
Our accomplishments have laid a solid foundation
for sustained growth and demonstrate our
dedication to driving business performance,
maximising value for our stakeholders.
Industry forecasts are still cautious
regarding the recovery of the housing
market, and we anticipate the remainder
of the year to show only a modest
improvement in volumes, however
early indications are positive, with order
intake in the financial year to date over
30% ahead of the corresponding period
last year. The award of the former
Boots site in Nottingham by Keepmoat
is worth up to £3m, is our largest single
scheme awarded in the last 12 months
and represents the 15th with Keepmoat
over the last 3 years, demonstrating our
cross-tenure diverse customer base.
Interest rate cuts are widely expected
during the second half of 2024 and
the new government has committed
to improve the planning process and
introduce mandatory housebuilding
targets.
The Group is closely involved with
several national housebuilders to help
develop efficient foundation solutions
ahead of further Building Regulations
changes planned for 2025. We have
recently invested in our precast pile
factory through expanding our capacity
by over 30% and have further diversified
our capabilities by offering in-situ
beams. A collaboration with leading
groundworker M&J Evans has also been
established to offer a joined-up service
to major housebuilders.
Notwithstanding some short-term
challenges, the long-term outlook for
housebuilding remains very strong in
the UK and in Q1 FY2025, orders for our
Housing division are ahead of the same
period in FY2024 by over 30%.
Despite the current challenges in the
housing market, our total residential
sector revenues were broadly consistent
with prior year, primarily due to the
acquisition of Rock & Alluvium Limited,
where a large proportion of revenues
were delivered in the residential sector
and reported within the Group’s General
Piling segment.
Infrastructure constituted 40% of
Group revenues in the year (down from
42% in FY2023). The segment includes
specialist ground engineering services to
the rail, highways, coastal and flooding,
energy and utility sectors.
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chief Executive Officer’s review continued
Market Leadership – Rock & Alluvium
In a strategic move to enhance market presence and
operations, we acquired Rock & Alluvium Limited
from Galliford Try.
This acquisition consolidates our market leadership,
expands our geographic footprint, and enhances our
service offerings.
Rock & Alluvium are now part of the Group’s General
Piling Division, adding expertise and resources to support
our expansion in the South East, a region with significant
growth potential.
The acquisition includes a 5-year trading agreement with
Galliford Try, expected to generate over £10m annually
from FY2025. This agreement involves Van Elle providing
piling and geotechnical services for Galliford Try’s projects,
solidifying our strategic partnership and revenue growth.
Integrating this reputable specialist strengthens our
market position and lays a solid foundation for future
growth, highlighting our commitment to enhancing service
capabilities and delivering sustained value to stakeholders.
In the Rail sector, revenues during the first half of the year
were strong as Network Rail’s Control Period 6 (CP6) was
delivering works in its final year, before the transition to CP7
commenced. As expected, this resulted in lower activity levels
in the second half of the financial year.
Planned works in CP7 include greater focus on climate-related
activities including slope stabilisation, drainage improvements,
and maintenance works, which are expected to benefit the
Group with a strong capability and track record across this
type of work. With CP7 in the early planning and design stages,
revenues are expected to remain subdued until early 2025.
The Group is well-placed for the medium term with multiple
significant opportunities for growth in the UK rail sector.
In particular our activities as a framework partner on the
TransPennine Route Upgrade (“TRU”) programme should grow
materially over the next 3 years, and our award as a civils
framework partner Network Rail’s programme in the South
East are both expected to generate a solid baseline of work for
our Rail team.
In Canada, operations were impacted by further delays to
project start dates resulting in lower activity levels in FY2024
than expected. The commencement of major works on the
Toronto Metro expansion project has been delayed until late
2025. However, we have developed a strong position with
a more diverse customer base ahead of the Metrolinx GO
Expansion programme for which we are preferred bidder for
the strategic partner role and expect to commence enabling
works by the end of H1. The group has also successfully
completed its first piling scheme for another customer using
its advanced road-rail engineering methods which are unique
to the region. Revenues are in line with our expectations for
FY2025 to date.
Government spending in the highways sector has been lower
than anticipated in the year, with several major projects being
cancelled or delayed. The Group’s activities on the Smart
Motorways Programme Alliance (“SMPA”) framework were at
reduced levels as expected due to the cancellation of new
schemes. However the Group delivered several emergency
refuge areas during the second half. Following a reset of
several target projects the Group has a good pipeline of
schemes over the next 3 years going into National Highways
RIS3 investment period and has been appointed as early
partner on 3 large schemes for Bam and Galliford Try since the
start of FY2025.
With the cyclical nature of investment impacting much of
the UK’s infrastructure activities, the Group has targeted the
energy and water sectors for long-term strategic growth,
particularly given the significant level of national investment
expected in the medium and long term. In energy, we have
developed strong customer partnerships for delivery of
future works under the Accelerated Strategic Transmission
Investment (“ASTI”) programme, where our breadth of
capability puts the Group in a very strong position to be
able to support major transmission line and substation/
converter station schemes. This capability has been diversified
to include all expected foundation types, including modular
systems based on the ScrewFast solution and associated civil
engineering works, to reduce interfaces for customers and
allow the group to offer the best value solution for the project.
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Van Elle Holdings plc Annual report and accounts 2024
Strong progress has also been made in the water sector,
where investment under AMP8 is committed to double to
£88bn compared to AMP7. Customer partnerships are in
place for several regions including the previously announced
trading agreement with Galliford Try. Design solutions have
been developed based on the Group’s ScrewFast system which
modularises and standardises simple foundations for lower
carbon and faster delivery compared to traditional methods.
Regional Construction constituted 19% of Group revenues
(unchanged from 19% in FY2023). The Group delivers a full
range of piling and ground improvement services to the
commercial and industrial sectors, from private and public
sector building and developer-led markets across the UK.
Strong revenue growth in the prior year was primarily driven by
a small number of large commercial projects in central London,
delivered primarily by the General Piling division. With the
backdrop of a more challenging and price sensitive regional
construction market during the year, activity levels were below
the prior year.
The London market is expected to lead a recovery in developer
confidence although the new Building Safety Act will result in
a temporary delay as upfront design and planning workload
is increased. The Group’s acquisition of Rock & Alluvium in
November 2023 has significantly strengthened its South East
presence and leaves it well positioned to play a leading role.
Elsewhere in the UK the major regional conurbations are all
showing signs of some market recovery. The industrial markets
covering factories, data centres and warehousing also continue
to offer significant opportunity for the Group’s range of piling and
ground improvement services.
Operating structure
Van Elle’s operational Group structure has remained consistent
and is reported in 3 segments:
General Piling: open site; larger projects; and key
techniques being large diameter rotary, CFA piling, precast
driven piling, rigid inclusions and vibro stone columns.
Specialist Piling and Rail: restricted access and low
headroom piling; extensive rail mounted capability; helical
piling and steel modular foundations (ScrewFast); sheet
piling, soil nails and anchors, mini-piling and ground
stabilisation projects.
Ground Engineering Services: driven and CFA piling
for housebuilders, precast concrete modular foundations
(Smartfoot and Smartdeck); ground investigation and
geotechnical services (Strata Geotechnics).
Rig fleet
The Group operates 132 rigs in total, and we have continued to
invest in the fleet to ensure that our market-leading capability
is maintained. Total capital expenditure in the year was £5.5m
(excluding new IFRS 16 leases), primarily relating to acquisition
of new rigs and further investment in the Group’s haulage fleet.
The Group also acquired £2.9m of plant and equipment at fair
value (excluding leased assets) as part of the acquisition of
Rock & Alluvium, primarily in relation to the acquired fleet of
CFA piling rigs.
We continually review the existing fleet and dispose of older
assets, particularly those with low utilisation. £1.9m of cash
inflow was generated from such disposals.
Outlook
Market conditions are expected to remain challenging
throughout the remainder of 2024. However, inflation has
reduced to BoE target levels, interest rates have stabilised and
are expected to start to reduce later in 2024 and there are
early signs of improved confidence since the general election. In
addition, the budget constrained cyclical investment transition
impacting many of the Group’s infrastructure sectors has
passed, with increased relevant investment expected in the next
5-year periods for water, rail and highways along with significant
new investment in the UK’s energy transmission network.
The Group has continued to diversify its capabilities with a
wider civil engineering offering now complementing its breadth
of foundations and piling expertise, regional expansion into
London and the South East through the acquisition of Rock &
Alluvium and the establishment of a Canadian rail business in
Toronto.
As a result, further steady progress in Group performance is
expected in FY2025 ahead of accelerated growth in FY2026
and FY2027. We are confident of delivering at least 5–10%
compound annual revenue growth over this period and in
achieving our medium-term financial targets of 6–7% operating
profit margin and 15–20% ROCE.
Mark Cutler
Chief Executive Officer
23 July 2024
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
General Piling
Operating review
What we do
General Piling offers design and
construction solutions for our larger
rotary, CFA and driven piling projects that
don’t require restricted access specialist
techniques, typically involving deeper
and larger diameter piles and complex
major project requirements. The division
provides solutions under the Van Elle and
Rock & Alluvium brands.
Year in review
Revenue increased by 3% in the year to £56.7m (FY2023:
£54.8m), representing 41% of Group revenues. Reported
revenue includes the impact of 5 months’ trading of Rock
& Alluvium and on a like-for-like basis, revenue was 11%
down on prior year.
The General Piling division operates across each of the
Group’s 3 market segments. Market conditions remained
highly competitive throughout the year, with price sensitive
tendering being a key factor in work winning.
Revenue growth was achieved in the Residential sector with
several significant contracts delivered, particularly in the
first quarter of the financial year. The acquisition of Rock &
Alluvium supported the strong growth in sector revenues,
with the order book acquired being weighted towards CFA
piling work in the residential sector.
Infrastructure workload benefitted from the completion
of the first phase of a major energy sector contract in
H1. Regional Construction revenues were lower than the
comparative period, mainly due to a very strong order book
being brought forward into the previous year.
Rock & Alluvium increased the division’s geographic activity
in the South East and expands capacity for additional CFA
piling, primarily reported in the General Piling division
activities.
Underlying operating profit for the division increased to
£5.2m (FY2023: £3.4m).
Revenue
Operating profit
Projects
£56.7M
£5.2M
298
2022
2023
2024
£54.8m
£56.7m
£39.0m
2022
2023
2024
£3.4m
£5.2m
£1.8m
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Van Elle Holdings plc Annual report and accounts 2024
What we do
The Specialist Piling and Rail segment
comprises the Specialist Piling and Rail
divisions, which have closely aligned
capabilities.
Specialist Piling provides a range of piling and other
geotechnical solutions in operationally constrained
environments such as inside existing buildings, under
bridges and in tunnels and basements, as well as off-track
rail environments. Additionally, we offer nails and anchors,
drilling and grouting techniques and sheet piling for ground
stabilisation projects required for large civil engineering
and new-build residential schemes. The division also
provides helical pile and steel and modular foundation
solutions under the ScrewFast brand.
The Rail division specialises in on-track geotechnical
operations across the UK’s rail network.
Year in review
Revenue decreased by 6% in the year to £43.9m (FY2023:
£46.6m), representing 31% of Group revenues.
Specialist Piling experienced softer market conditions
throughout the first half of the year, primarily as a result
of delays to major infrastructure work on highways and a
short-term decrease in demand for drill and grout activity.
Work winning improved significantly in H2 and delivered
very strong activity levels during the final quarter of the
financial year.
In addition to the increased workload from core markets
reported in H2, Specialist Piling maintained a strong focus
developing customer partnerships in the energy and
water sectors, where there is a clear pipeline of planned
investment in the UK. These sectors are expected to
contribute materially to segment and sector performance
in the medium term.
The Rail division delivered strong revenues in H1, as
Network Rail’s CP6 entered its final year before CP7
commences. As expected, activity levels decreased
significantly in H2, and are expected to remain lower than
recent levels until CP7 work starts. However, the division
is well-placed for medium-term growth, particularly
following the appointment as a framework partner on
the TransPennine Route Upgrade (“TRU”) programme
where work commenced in H2. The Rail division has also
been appointed to Network Rail’s civils and geotechnical
programme in the South East, which is expected to
generate material revenues in FY2025 and beyond.
Underlying operating profit for the division decreased to
£1.2m (FY2023: £2.2m).
Specialist Piling and Rail
Revenue
Operating profit
Projects
£43.9M
£1.2M
417
2022
2023
2024
£46.6m
£43.9m
£45.8m
2022
2023
2024
£2.2m
£1.2m
£3.0m
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
What we do
Ground Engineering Services comprises
the Strata Geotechnics and Housing
divisions.
Strata has expertise in drilling, sampling, analysing and
reporting ground information to support follow-on design
and construction activities.
The Housing division undertakes driven and CFA piling and
precast modular foundations (Smartfoot and Smartdeck)
for housebuilders.
Year in review
Revenue decreased by 18% in the year to £38.4m (FY2023:
£47.1m), representing 27% of Group revenues.
Ground Engineering Services consists of the Group’s
Housing division and Strata Geotechnics.
The Housing division delivers integrated piling and
Smartfoot foundation beam solutions to UK housebuilders
plus Smartdeck and in-situ beam foundation solutions.
Demand for Smartfoot was very strong during the early
part of the financial year with new building regulations,
introduced towards the end of Q1 FY2024, resulting in the
acceleration of some residential projects, which provided a
temporary increase to revenues.
As anticipated, there was a significant decrease in the
rate of new build housing starts from the beginning of
the second quarter, which continued throughout the
remainder of the year. Whilst this resulted in significantly
lower activity levels in private housing, some impact was
mitigated by our exposure to affordable and partnership
housing customers, where volumes remained more stable.
Strata Geotechnics delivered further revenue growth in
the year, with good progress in the infrastructure sector,
particularly on the National Highways national ground
investigation framework and the Coal Authority framework,
both of which have either been extended or renewed
and on HS2 Strata had secured a place on HS2’s £800m
phase 2 ground investigation framework, therefore,
the cancellation of phase 2b of HS2 was particularly
disappointing.
Underlying operating profit for the division decreased to
£0.9m (FY2023: £3.6m).
Ground Engineering Services
Revenue
Operating profit
Projects
£38.3M
£0.9M
539
2022
2023
2024
£47.1m
£38.3m
£40.0m
2022
2023
2024
£3.6m
£0.9m
£2.1m
Operating review continued
32
Van Elle Holdings plc Annual report and accounts 2024
Sustainability
our net zero by 2050
commitment is supported
by a roadmap to 2030
which provides a clear
strategic pathway to
a 30% reduction in
our greenhouse gas
emissions.”
We are committed to acting in a safe, sustainable and responsible manner
and recognise this is key to the success and growth of the business. The
delivery of our sustainability strategy. This work is beginning to yield
benefits in terms of employee engagement, delivery of social value
projects and reduced carbon design and delivery innovations.
Policies
The Board recognises its responsibility for establishing
responsible and sustainable business practices, ensuring
the safeguarding of both the environment and stakeholders.
We have several established policies in place that underpin
our operations to support our sustainable and responsible
approach. These include anti-bribery and corruption,
health and safety, environmental protection, sustainable
development, quality assurance, anti-fraud and tax evasion,
equality, diversity and inclusion, training and development,
whistleblowing, and modern slavery. Regular training on key
policies is conducted by all employees to support compliance
with high standards of business conduct.
Sustainability strategy
Van Elle has implemented a Sustainability Strategy, aligned
with the UN Sustainable Development Goals (“SDGs”) that are
applicable to the business operations. We recognise that our
core operations rely on energy-intensive materials such as
cement and steel. These industries are moving fast and making
significant progress in developing cleaner technology for their
manufacturing and operational processes.
Our objective is to be at the forefront of developments,
spearheading the move to a low carbon construction industry.
We are aware that our manufacturing and on-site operations
have an impact on the generation of greenhouse gas (“GHG”)
emissions, mainly due to requirements for fossil fuels and
carbon intensive materials. We understand we must act now
to start reducing our GHG emissions, which will also bring
opportunities for innovation and efficiency across the Group,
hence we have shown a commitment to net zero and are
building a strategic plan to decarbonise our operations. This
strategic plan includes goals, targets, performance indicators
and responsible leads. We aim to measure our strategy against
the indicators yearly so we can monitor our performance
and identify improvement measures. Our long-term net zero
by 2050 commitment is supported in the medium term by a
roadmap to 2030 which provides a clear strategic pathway to a
30% reduction in our greenhouse gas emissions from a 2020
baseline.
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Sustainability continued
CO2 reduction roadmap to 2030
We record and report our Scope 1 and 2 emissions and have
gathered an inventory of the sources contributing to our
direct and indirect carbon emissions according to the GHG
Protocol. The main footprint of our operations results from fuel
consumption for our plant and fleet (>95%). Within our Scope
1 emissions, our plant fuel consumption represents around
80% of our carbon emissions compared to our fleet related
emissions. Our Scope 2 emissions represent less than 5% of
our carbon footprint.
We recognise that Scope 3 emissions related to our business
operations will be significantly higher than those currently
reported within Scopes 1 and 2. In 2023 we signed up to the
Federation of Piling Specialists ("FPS") sustainability charter.
The charter is a summary of the key actions the governing
body has committed to on behalf of its members. FPS member
audits are now based on this charter, and the results are
collated and anonymously reported back to its members on
an annual basis. A key driver of the sustainability charter is that
for all projects over £1m we are required to provide Scope 1,
2 and 3 emission data to the FPS. This has prepared us well
for the capture and reporting of Scope 3 emissions once this
becomes mandatory. In FY2024 we have begun to monitor
our Scope 3 emissions the process of liaison with our supply
partners in order to minimise these as much as possible.
In 2022 we committed to developing our Science Based
Targets ("SBT") to allow us to set achievable emissions
reduction targets against a representative base year to
achieve net zero by 2050. We are currently in the process of
developing our targets and metrics in line with this initiative,
these are due to be validated for our net zero journey in
December 2024.
We are actively engaging with our supply partners to
understand the GHG emissions arising from the materials and
services with which they provide us. We acknowledge that to
achieve our net zero commitment, we need to identify and
monitor the emissions of our suppliers. Since 2022 we have
implemented a strong focus on sustainable procurement
practices by continuously monitoring suppliers against
responsible sourcing standards. We have also implemented
a new process to register suppliers which includes a
sustainability scoring system. Additionally, we are engaging with
our suppliers and have provided lunch-and-learn sessions and
open days to promote sustainable practices and technology
that will benefit Group operations and support our ultimate
net zero goal. Furthermore, we will implement the ISO 20400
for Sustainable Procurement across the business to ensure
all our procurement practices are aligned to international
standards.
34
Van Elle Holdings plc Annual report and accounts 2024
Case study
Community Collaboration Supporting Sisk Projects in the North West
We collaborated with Sisk projects in the North West region to undertake several
community initiatives.
As part of Sisk’s “Winter Warmer Campaign”, we provided
essential dry food goods to support those who are less
fortunate in partnership with our concrete supplier.
We also supported the “Prom Wear Appeal” donation
drive for St Matthews High School’s Year 11 students.
We collected and donated various items such as prom
dresses, suits, shoes, bags, and accessories to help those
who are unable to attend their end-of-year prom due
to financial constraints. Furthermore, in response
to a request from Manchester City Council, our
team constructed four compost bins at Clayton
Hall Museum using recycled pallets from our
Kirkby yard.
A dedicated group of gardeners, along with Sisk North
West’s delivery team, also restored a neglected and
overgrown garden at the museum on Ashton New Road.
These efforts underscore our strong commitment to
sustainability and community welfare in the North West.
As fuel consumption is the main contributor to our Scope 1
emissions, we have a strong focus on assessing transitional
ways to reduce emissions while technology is developed
to reach reduction targets. Our company car scheme now
includes more hybrid and electric cars, which give employees
options to choose from lower emissions vehicles. In addition,
our Head Office and Plant Operational Base has installed
electric chargers for employee use. Significant investment in
our transportation fleet is yielding benefits in a clear reduction
in our Scope 1 emissions.
Emissions reduction against our Scope 2 figure has been
achieved by a new purchase agreement for grid electricity from
100% renewable sources. The electricity supplied is certified
under the Renewable Energy Guarantees of Origin (“REGO”)
scheme which provides transparency to consumers about the
proportion of electricity that suppliers source from renewable
generation.
In addition, we are ESOS phase 2 compliant, currently drafting
our phase 3 compliance submission and are in the process of
achieving ISO 50001 Energy Management certification.
We understand that estimating GHG emissions at the design
stage of the projects is key to reducing the overall carbon
footprint of a project. Estimators, designers and engineers
use carbon tool calculators such as the EFFC-DFI Carbon
Calculator for projects so we are able to identify in which stage
of the operations we can introduce best available practice or
technology to reduce the associated GHG emissions.
Collaborative practice is vital to our business. We have
systems in place to ensure we work responsibly to minimise
any environmental impact that may occur within the local
communities in which we work. Additionally, we take every
opportunity to add social value to our activities, building a
positive legacy in the areas surrounding our projects, and
understand that working in partnership with communities
can deliver lasting benefits for our stakeholders. Community
engagement is aligned with our Trusted Partnership and
Perfect Delivery mission. We recognise that a robust
Sustainability Strategy is increasingly important to our
customers and stakeholders.
Customer requirements and expectations around sustainability
are progressively more important and carry a higher weighting
in the bidding process; therefore key to our Sustainability
Strategy is engagement with and participation in innovation
projects with stakeholders. We are trialling battery powered
electric tools as opposed to fuel powered tools in the aim to
include more sustainable equipment in our operations. We are
also involved in the trial of low carbon concrete (i.e., graphene
admixtures) in our precast operations. Our near-term roadmap
to 2030 includes involvement in trials of hybrid machinery
and fleet such as hydrogen/diesel or hydrogen alone where
technology is available.
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Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Sustainability continued
Health, safety and wellbeing
The health, safety and wellbeing of our staff is of utmost
importance, and every precaution is taken to protect them,
fellow contractors and visitors on site. Our Head of Health
and Safety is driving an operations-led safety culture within
the business and improving safety reporting, which is having a
positive effect on the health and safety of our employees with
all KPIs improving during the year.
Our dedicated professionally qualified health, safety, quality
and environment team continues to undertake regular internal
audits of our occupational health and safety procedures, tasks
and activities to ensure they are as comprehensive as possible,
highlighting any areas for improvement. As members of all
the industry’s key recognised certification and qualification
schemes, our systems are under constant review by external
bodies promoting best practice. We are Network Rail Plant
Operations Scheme (“POS”) providers and are an active
member of the Federation of Piling Specialists (“FPS”) and the
British Drilling Association (“BDA”).
We aim to identify risks through proactive hazard identification
and reporting along with timely planning, careful risk
assessment and method statements. We measure and
monitor a balance of reactive and proactive KPIs. All health
and safety incidents are recorded and reviewed at a senior
level, and extensive safety alerts toolbox talks, training and
employee briefings are held to refocus the business and
continually address, reflect on lessons learnt and improve
performance, understanding behaviours and trends to aid in
preventing recurrences.
We are an accredited CITB training provider, delivering health
and safety awareness, site supervisor safety training and site
management safety training courses to our employees and our
contractors as and when required.
We are proud members of the Armed Forces Employee
Recognition Scheme and are committed to the Armed
Forces Covenant.
As an employer, we recognise the importance of mental health
awareness and providing easy access to support when it is
needed. Our in-house training department deliver mental
health awareness courses and have trained mental health first
aid staff in the offices and on site. We have set an objective to
achieve a trained mental health first aid staff to employee ratio,
in accordance with Mental Health First Aid England guidelines.
We also operate an Employee Assistance Programme, through
which employees and their immediate families can access
confidential support services 24 hours a day, 7 days a week.
1
Make sure you are fit for work.
2
STOP if anything changes.
3
Ensure exclusion zones are in place around all
plant machinery.
4
Have a daily briefing and diligently follow the
method statement, lifting plan or permit.
Always
Health and safety KPIs
Category
FY2022
FY2023
FY2024
Headcount
601
648
639
Hazard identification reports
1,812
1,948
2,046
Environmental incidents
–
2
4
Minor injuries
37
27
30
7-day lost time injuries
4
5
4
7-day lost time injuries
(RIDDOR reportable)
2
2
–
Specified injury
(RIDDOR reportable)
2
1
–
Dangerous occurrence
–
–
1
Fatal
–
–
–
RIDDOR accident frequency rate
(“AFR”)/100,000 hours
0.28
0.19
–
1 To improve reporting accuracy our Notification reporting system, introduced
01.12.2023, includes internal feedback reports. These reports are now included
in the Hazard Alert total.
Our safety golden rules
1
Use plant or equipment that is unfit for purpose.
2
Stand in a position of potential danger.
3
Walk by and ignore a hazard or unsafe act.
4
Undertake a task for which you are not trained
or competent.
NEVER
36
Van Elle Holdings plc Annual report and accounts 2024
Case study
Sustainability open day
As a core aspect of our Sustainability Strategy,
we prioritise engaging with our supply chain
and participating in innovation projects. Our
sustainability open day, held at our Training
Centre in Kirkby-in-Ashfield, exemplified this
commitment.
We welcomed over 30 leading suppliers to discuss and
demonstrate the latest advancements and innovations
at the event. With over 150 attendees, including
industry experts and stakeholders, we emphasised
our dedication to reducing greenhouse gas emissions
throughout product lifecycles.
Discussions centred on sharing our sustainability
journey and exploring ways to minimise waste and
environmental impact, focusing on the entire lifecycle of
products, plant, and equipment, and sustainability goals
to reduce greenhouse gas emissions.
The event showcased presentations, live
demonstrations, and discussions about new
developments and innovations for a sustainable future.
In line with the global goal of achieving net zero
emissions by 2050, we recognise the importance
of collaborating with our supply partners to drive
innovation and meet our sustainability commitments.
People
Attracting and retaining an expert workforce is crucial for us.
Employees are given opportunities to work on key projects
across various functions, divisions, and locations. We believe that
talented and engaged employees committed to upholding our
values enable us to deliver exceptional results. Knowledgeable
and dedicated employees ensure our success in executing
exciting projects, while fostering a great place to work.
In FY2024, our voluntary attrition averaged 14%, which is
4% lower than in FY2023, indicating improved employee
satisfaction and retention. We remain focused on creating a
positive workplace culture, offering competitive benefits, and
recognising employee contributions.
Our dedicated training team and purpose-built training
centre ensure that all our workforce hold compliant industry
certifications and have the ability to develop to our high
standards. Our approach ensures that we maintain our
high standard of training and provide internal mobility for
progression. We have delivered a similar volume of internal
training days from FY2023 through FY2024 with a total of 2,757
days, 6% less than FY2023 and 35% higher than FY2022.
Case study
Inspiring Future Engineers Through
Educational Outreach
In our ongoing commitment to community
engagement and fostering a passion for
engineering, we conducted an engaging session
at Orchard Primary and Nursery School, situated
near our Head Office.
Using our JCB Tracked Excavator, our colleagues
Jono Wright, Senior Engineering Manager, and Andy
Pickering, Plant Manager, led an interactive session
aimed at providing a captivating and educational
experience for children aged 7 to 10 years old.
They discussed the machine’s controls and functions,
emphasising their role in vital infrastructure projects for
a sustainable future.
The session sparked curiosity amongst the children, who
had the opportunity to explore the excavator firsthand.
Jono Wright said: “Van Elle takes pride in contributing to
the local community, fostering educational experiences
that extend beyond the classroom.
“I enjoyed explaining how this machine works to
support our work. The kids were great and so
inquisitive. Who knows, amongst these bright minds,
there may be some engineers of the future”.
37
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Sustainability continued
People KPIs
Category
FY2022
FY2023
FY2024
Average number of employees
601
648
639
Voluntary attrition rate
18%
18%
14%
Total training days delivered
2,862
4,014
3,940
Training days delivered for Van Elle employees
2,040
2,941
1,183
Training days delivered to third-party customers
822
1,073
1,183
Number of apprentices and trainees
36
21
42
Case study
Empowering Diversity in
Geotechnical Engineering
Lucy Jackson, a recent graduate in physical
geography and geology at Plymouth University,
embarked on her professional journey as a
Geotechnical Engineer at Van Elle.
Since joining Van Elle, Lucy’s responsibilities have
encompassed a diverse array of tasks, both in the field
and in the office. From overseeing site investigations to
processing and analysing the data.
Beyond her technical contributions, Lucy is also an
advocate for diversity and inclusion within STEM fields.
She actively engages in initiatives that aim to inspire
and empower women and girls to pursue careers in
geotechnical engineering, striving to drive meaningful
progress towards a more inclusive future for the
industry.
Lucy Jackson
Graduate Geotchnical Engineer
Building a skilled, diverse and inclusive workforce
As we continue to grow, our people remain at the heart of
everything we do and achieve. Talent is a key focus, and having
the right people, with the right skills, at the right time, is a priority.
In FY2023, we launched our Leadership Development
Programme to ensure we have the right capabilities for
the future and a strong, diverse succession pipeline across
leadership positions.
During FY2024, we designed and planned our site supervisor
training programme, set to launch in early FY2025. We remain
committed to recognising and nurturing our talent to ensure
sustainable and effective talent and succession management.
In FY2024, we reaffirmed our commitment to creating lifelong
careers with our membership of the 5% Club, an employee-led
organisation committed to “earn and learn” opportunities. As
of April 2024, 6.6% of our workforce comprised apprentices,
graduates, and sponsored students in “earn and learn”
positions, reflecting our ongoing commitment to increasing
these opportunities.
We are dedicated to fostering a supportive, diverse, and
inclusive culture where all colleagues feel they belong.
Our Equality, Diversity, and Inclusion (“EDI”) working group
continues to translate our vision and strategic action plan
into tangible results, overseeing delivery and reporting on
progress. We are pleased to see significant progress and
remain committed to embedding training and developing
skills. Our efforts ensure that leading teams operate free
from harassment and discrimination, adhering to our Code of
Conduct, people policies, and various training modules.
38
Van Elle Holdings plc Annual report and accounts 2024
Case study
Social Value Collaboration for
Football Floodlight Installation
We joined forces with SPL Powerlines and Adey
Steel Group for a Collaborative social value day
to assist Holbrook St Michaels football club in
installing floodlight foundations.
We provided concrete and a volumetric concrete mixer,
courtesy of our supplier Spot on Concrete. Thanks
to our combined efforts, the club now enjoys a new
lighting system, enhancing training and matchday
experiences.
This collaborative effort underscores our commitment
to supporting local initiatives and creating a positive
impact on society.
Case study
A Year of Meaningful Engagement to
Support Our Local Community
Throughout the year, our engagement with
Ashfield Council showcased our commitment to
local support and positive societal impact.
We supported a community clean-up at Sutton Park
Railway Station in partnership with the council and
Network Rail. Our volunteers, alongside community
members, gathered 26 bags of litter, enhancing the
cleanliness of the area.
Continuing our efforts, we joined forces with local
council staff and businesses for the “Big Spring
Clean-up” Event on Global Recycling Day. Together,
we collected 30 bags of rubbish, highlighting the
importance of recycling within our community.
Recognising the increased need for emergency food
support during holidays, we initiated a Summer Appeal
for Kirkby Storehouse Food Bank, providing essential
items to local families in need.
Furthermore, we facilitated the Ashfield Business
Networking Event in collaboration with Ashfield District
Council and Discover Ashfield, offering a platform
for local businesses to connect, share insights on
sustainability, and work towards a net zero future.
Our active involvement in these diverse initiatives
reflects our commitment to fostering unity, wellbeing,
and sustainability within our local community.
Supporting local communities
We understand the importance and benefits of engaging with
the local communities where we operate. This engagement
highlights our commitment to these areas while fostering
social value and positive impact. Using our extensive
expertise and experience, we continually strive to create
a lasting, positive legacy in our communities. Through our
Continuing Professional Development (CPD) programme, we
actively support our employees and external organisations
in enhancing their understanding of modern and innovative
ground engineering solutions. Additionally, we collaborate
with universities, colleges, and schools to raise awareness,
generate interest, and inspire enthusiasm for careers in the
construction, manufacturing, and engineering industries.
Every year, we support a selected “charity of the year.” This
year, we chose Dementia UK, an organisation providing
specialist dementia support for families through their Admiral
Nurse service. Alongside salary sacrifices, we encouraged
our employees to participate in individual and company-wide
fundraising campaigns, resulting in over £9,000 raised for the
charity. In addition to cash donations, we actively encourage
employees to volunteer by participating in activities like litter
picking, food bank donations, gardening and community
events, all aimed at supporting the local community.
39
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Sustainability continued
Climate-related financial disclosures
We are committed to compliance with the new climate-related financial disclosure
requirements, providing our stakeholders with transparent information on climate-related
risks and opportunities that are relevant to our business.
Our strategy focuses on improving our operations as well as the positive impact we can have on our clients, supply chain, and the
communities we work in to minimise our carbon footprint and promote more sustainable living.
The Group has made some disclosures that are only partially consistent with the disclosure requirements as the Group continues
to develop its sustainability strategy and roadmap to net zero. The Group will continue to draw upon technical guidance to further
strengthen its disclosures in future years as our journey progresses.
The following table summarises our disclosures
Governance
Disclosures
(a) Describe
the board’s
oversight of
climate-related
risks and
opportunities.
At Van Elle, the Board retains overall responsibility for strategic focus and oversight of the Environmental, Social and
Governance (“ESG”) strategy. Climate-related risks and opportunities are reviewed by the Board in annual strategy
sessions. The CEO has overall responsibility for the delivery of the ESG strategy and delegates matters relating to ESG
and climate-related risks and opportunities to the Sustainability Working Group (“SWG”).
The SWG was set up to deliver on our sustainability commitments. Drawn from all departments in the Group to
represent a wide ranging and enthusiastic demographic, and chaired by a member of the Executive Leadership team,
the SWG is designed to deliver our sustainability values and maintain our position at the forefront of sustainability issues.
The SWG meet quarterly to discuss ongoing sustainability topics, including current projects and future prospects, current
risks and opportunities, and upcoming legislative and reporting requirements. The capture and recording of GHG
emissions is discussed, alongside current trending values and ideas and solutions on how to reduce them and capture
them more accurately going forward. Scope 1 and 2 emissions are currently tracked via emission calculators with Scope
3 emissions monitored via consistent input from the wider industry and our supply chain. Future reduction solutions
are being sought in collaboration with our supply and industry partners via initiatives such as our highly successful
Sustainability Open Days.
The outcomes of the SWG are minuted and risks and opportunities are incorporated into the Group’s risk and
opportunities register, increasingly inclusive of ESG matters. The Board reviews the Group’s risk register annually.
(b) Describe
management’s
role in
assessing and
managing
climate-related
risks and
opportunities.
Routine risk assessments are carried out in all areas of company operations including; project construction activities,
manufacturing of construction products, facility and property management and investment, sustainable procurement of
goods and services, and plant and fleet operations and investment.
Sustainable procurement has been a key focus for the Group. Our supply chain has been streamlined to include only
partners successful in the completion of a rigorous audit of their business, with sustainability credentials being key to
inclusion.
This year, both our Group Quality Manager and Assistant Quality Manager have achieved their IEMA qualifications in
Environmental Management, reinforcing our commitment to continuous professional development and empowering our
workforce to increase their understanding of environmental and sustainability issues.
We have signed up to the Federation of Piling Specialists (“FPS”) sustainability charter established in 2023. The charter is
a summary of the key actions the governing body has committed to on behalf of its members. A representative attends
the quarterly FPS sustainability working group and reports back to the business via the SWG and Executive sponsor.
FPS member audits are now based on this charter, and the results are collated and anonymously reported back to its
members on an annual basis. Partnership in this initiative enables the Group to take direction on the speed of Scope 1,
2 and 3 emissions and other sustainability matters in our industry. A key driver of the sustainability charter is that for all
projects over £1m we are required to provide Scope 1, 2 and 3 emission data to the FPS. This has prepared us well for
the capture and reporting of Scope 3 emissions once this becomes mandatory.
We continue to be active gold-level members of the Supply Chain Sustainability School, an extensive library of knowledge
sharing across the industry, covering a wide range of topics all aimed at enabling a sustainable built environment. This
comprehensive CPD package is accessible to all, empowering employees across the business to take ownership of
sustainability matters.
Weekly divisional meetings include a sustainability item on the agenda to allow for engagement with the workforce
to promote climate-related opportunities and to raise business cases for review at the SWG. Our quarterly Town Hall
meetings provide a forum for updating all staff and raising awareness of our sustainability strategy. Internal CPD is
provided to employees via our Lunch and Learn format. New initiatives, strategies and products are introduced across
the business. An internal poster campaign displayed around our offices and sites allows employees to view our specific
commitments and where we are on our sustainability journey via clear graphical representation.
40
Van Elle Holdings plc Annual report and accounts 2024
Strategy
Disclosures
(a) Describe the
climate-related
risks and
opportunities
the
organisation
has identified
over the short,
medium, and
long term.
Our Sustainability Strategy is updated annually, the basis of which relates back to the Sustainability Development Goals
(“SDGs”) developed in 2015 by the UN members. The business has identified the following risks and opportunities, as
included in our sustainability strategy, but is in the process of formalising the time frame of each item:
Risks
Lack of investor appetite for business without a clear ESG strategy.
Increased focus on ESG by our customers could result in loss of market share if ESG is not prioritised.
Acquisition of assets delivering carbon output reduction are likely to be more expensive.
Delivering carbon reduction requires significant internal resources and higher spend.
Business interruption due to increased chance of extreme climate events.
Stagnation of product offerings and lack of innovation could result in lost market share.
Investment in plant needed to meet NRMM regulations.
Opportunities
Increased spend by our customers on infrastructure resilience to combat the effects of extreme climate events.
Leading on ESG is likely to be attractive to investors and customers.
Increased focus on efficiency and waste reduction in the business leading to cost savings.
Investment in more efficiency and more advanced plant will make us more attractive to customers and provide higher
returns.
Our actions around climate-related matters enable us to uncover new solutions and innovations to enable us to be
ahead of our competitors.
Our Sustainability Strategy is designed and developed to proactively anticipate the impact of sustainability including
climate-related risk on our business. Management's plans to mitigate the above risks are set out in our CO2 Reduction
Road Map on page 34.
(b) Describe
the impact of
climate-related
risks and
opportunities
on the
organisation’s
business,
strategy,
and financial
planning.
Identifying and reviewing climate-related risks and opportunities has encouraged our business to find ways to manage,
mitigate and reduce the risks, whilst capitalising on the opportunities. As a listed Company we have found institutional
investors are seeking a stronger focus on ESG performance and climate change actions. As a result, each department
within the business is championing and actively pursuing low carbon solutions for our customers, supported by the
SWG. The design and delivery of foundation solutions is increasingly focused on modern methods of construction
with increased interest in lower carbon footprint solutions such as Vibro stone column and Rigid Inclusion foundation
solutions as well as low-carbon concrete alternatives such as GGBS cement replacement and graphene additives.
Winning new work and sustaining/growing the business relies on providing customers with
best-in-class performance and innovation for low-carbon solutions and against climate-related risks. Our business notes
an increased demand for these products. A large part of our strategy focuses on educating clients in these areas and
presenting these as alternatives to more traditional solutions.
Current Early Contractor Involvement (“ECI”) on major infrastructure projects is driving efficiencies in the design and
delivery of more sustainable solutions to help futureproof these major works and help meet the increasing demands of
government-backed clients. Developing these client relationships through ECI helps us to reduce risks and increase our
opportunities around sustainability and greenhouse gas emissions.
As shown by feedback to the SWG and from our Sustainability Open Day, our employees are increasingly expecting the
Company to be the leader in its field in terms of sustainability, and are actively seeking opportunities to become involved
in related working groups and initiatives where they can make personal contribution. The introduction of electric vehicles
to all grades of our company car scheme and the installation of charging points at numerous locations across the
business has been particularly welcomed.
Both short and long-term financial planning for the business include the potential impacts of investing in carbon
reduction initiatives. Investment in plant and facilities is increasingly focused on sustainable initiatives, low emission
solutions and reduced environmental impact.
Business improvement ideas, all of which are driven by sustainability in one way or another, are encouraged from all
areas of the business, and are channelled into a shortlist of the most impactful initiatives by our Business Improvement
Manager. These are allocated to project leads and reviewed monthly.
41
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Strategy
Disclosures
(c) Describe the
resilience of the
organisation’s
strategy,
taking into
consideration
different
climate-related
scenarios
including a
2°C or lower
scenario.
Whilst we haven’t yet carried out quantitative climate-related financial analysis based on a 2°C or lower scenario, we
have started to engage with external advisers to support us with this aspect of compliance with TCFD. We expect to be
compliant with a quantitative scenario analysis within the next 2 years.
We have, however, identified a number of risks and opportunities stemming from a variety of climate-related scenarios
including a 2°C or lower scenario.
These include both acute and chronic risks and opportunities:
Acute risk events include: hot and cold weather events, flooding, drought and storms, disruption to the power and
communication networks, water shortages and quality issues, failure of infrastructure such as track buckling, structural
integrity and subsidence. In addition to these climate-based disruptions, we are also planning around other potential
disruptions, such as industrial action and future pandemics.
Opportunities exist around these acute risks, in particular failure of infrastructure; as track, road and power distribution
renewals are already a large part of our business the increased risk of damage to these assets will inevitably lead to an
increased level of spend by our customers.
Chronic risks stemming from climate-related scenarios include: shortage of resources, shortage of skilled workforce,
increased cost of materials, fuel, water and other services, the expectation and cost of meeting/complying with more
stringent regulations, the increased cost of providing suitable PPE, training and safety equipment to the workforce, and
business adaptations to fundamental changes to our transportation process.
These chronic risks can be mitigated in various ways. Firstly, ensuring staff retention, alongside the education and
development of staff, reduces the risks posed by a shortage of skilled workers, and helps our teams to drive and
embrace innovation. A short lead in time for the majority of our contracts enables us to factor peaks and troughs within
the supply chain into our pricing, passing the most severe price fluctuations onto our customers. Where we are engaging
in longer-term projects, contractual arrangements are made in order to protect the business from price fluctuations,
whilst providing the latest innovative and flexible solutions to clients. An increased focus on our relationships with
our supply partners also provides resilience during periods of reduced availability of materials or services, and sharp
fluctuations in cost.
Sustainability continued
42
Van Elle Holdings plc Annual report and accounts 2024
Risk
management
Disclosures
(a) Describe the
organisation’s
processes for
identifying
and assessing
climate-related
risks.
The management of risk within the business is by way of top-down control from the Board via the Audit and Risk
Committee, and bottom-up control via the operational delivery and business as usual teams. Risks identified as high-
level are monitored by the Audit and Risk Committee. This reviews the effectiveness of the Group’s risk management and
control systems and procedures. Consultation between the Audit and Risk Committee and the operational delivery and
business-as-usual teams provides consistency across all business divisions. Quality Manager, supported by an Assistant
Quality Manager responsible for managing environmental risks and opportunities and reporting to the SWG via the
HSQE Manager.
The specific climate-related risk identification process is led by the SWG, which includes subject matter experts from
across the organisation. The SWG ensures a consistent approach to climate-related risks from all areas and levels of the
business. External industry practice from bodies such as the FPS and key customers is fed into the Group via the SWG.
Findings inform budget setting, capital investment and supply partner direction.
(b) Describe the
organisation’s
processes for
managing
climate-related
risks.
Our risk management processes form a robust and effective way to identify, prioritise and manage risks across the
business.
The Company operates a divisional structure for the execution of projects, supported by central support services
covering areas. Each divisional or functional manager manages sustainability risks within their routine operations, using a
similar process to safety or quality risks. Risks are documented in our integrated management system – using approved
method statements, risk registers and ITP’s, and subject to progress reviews. Quality Manager and the SWG and by the
deployment of competent staff and supervision.
(c) Describe
how processes
for identifying,
assessing,
and managing
climate-related
risks are
integrated
into the
organisation’s
overall risk
management.
Rather than a separate process, environmental risk management is included within our risk management strategy and
subject to review by the operational teams, supported by the SWG and the Environmental Manager. This way, risks
identified by our sustainability strategy and the SWG, as well as specific project-related environmental risks are built into
our identification, assessment and management process.
A formal review of the integrated management system is held annually to ensure compliance with our ISO accreditations.
Audit points have been updated to include climate-related risks in the Company’s processes and policies.
Our objective is to
be at the forefront
of developments,
spearheading the
move to a low carbon
construction industry.”
43
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Metrics
(a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its
strategy and risk management process.
Reduction in our Scope 1 and 2 emissions is targeted against a 2020 baseline, which we have used to forecast a roadmap to 2030,
and aligns to reach net zero by 2050. Refer to page 34 for the Group’s roadmap.
Metrics
(b) Disclose Scope 1, scope 2 and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions
and the related risks.
Greenhouse gas reporting
The Group reports its GHG emissions in accordance with UK regulations and the GHG Protocol Corporate Accounting and
Reporting Standard methodology. Our reporting boundary is all material Scope 1 and Scope 2 emission sources within the
boundaries of our consolidated financial statements.
Revenue in the year to 30 April 2024, was 6% down on the previous financial year. This reduced level of activity has meant a
decrease in the total tonnes of CO2e emissions compared with the previous year. The Group’s intensity measure, the absolute
tonnes equivalent CO2e per million pounds of revenue, has decreased from 70 to 63 in FY2024 as the business continues to
make progress on delivery of its sustainability strategy. In particular, in FY2024, the Group concluded its renewal of the HGV fleet,
replacing the existing fleet with more modern and efficient vehicles resulting in reduced diesel consumption. There has also been
a significant increase in the level of HVO in the rig fleet, thereby reducing our CO2e emissions. The use of HVO fuel is becoming a
requirement for many of the frameworks that the Group is part of.
GHG emissions from:
Tonnes
of CO2e
2024
Tonnes
of CO2e
2023
Scope 1 – combustion of gas and fuel for transport and rig operation
8,567
10,139
Scope 2 – purchase of electricity
242
232
Total CO2e emissions
8,809
10,371
Intensity measurement:
2024
2023
Absolute tonnes equivalent CO2e per £m of revenue
63
70
Energy usage from:
2024
2023
Scope 1
34,053
41,927
Scope 2
1,168
1,198
Total MWh
35,221
43,125
We do not currently record all Scope 3 emissions; however, we are actively engaging with our supply partners to understand
the GHG emissions from the materials and services with which are supplied to us, and in line with the requirements of the FPS
sustainability charter, who we are supplying Scope 3 emissions data for all projects worth more than £1m. We are committed
to working with them to understand future innovations and whole life cycle solutions that can be adopted and offer to our
customers. Our strategy is focused on the development of low-carbon solutions, and the education of customers to help them
understand and embrace these technologies.
Sustainability continued
44
Van Elle Holdings plc Annual report and accounts 2024
Metrics
(a) Describe
the targets
used by the
organisation
to manage
climate-related
risks and
opportunities
and
performance
against targets.
We signed up to the Science Based Target initiative (“SBTi”) at the end of 2022. We are currently in the process of
developing our targets and metrics in line with this initiative, these are due to be validated for our net zero journey in
December 2024.
We continue to monitor and record our Scope 1 and 2 emissions in line with recommendations (as above) and are
actively pursuing solutions, including in collaboration with our supply partners, to minimise our Scope 3 emissions. We
will record these in line with legislation as part of our commitment to SBTi and net zero by 2050.
In addition, we have mapped out our net zero journey. This is shared across the business via the intranet and notice
boards in our offices. We have aligned our vision with the United Nations Sustainable Development Goals, and these
metrics inform our strategy towards this goal.
45
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Section 172/engaging with our stakeholders
How we engage with our stakeholders
In performing their duty under S172(1) of the Companies Act 2006, the Board ensures that
the impact on our stakeholders is carefully considered by management when formulating
all proposals requiring Board approval.
Our approach to stakeholder engagement
Stakeholder
Key concerns
Engagement
Shareholders
Group performance
Strategic objectives
Corporate governance
Environmental, social and
governance performance
Share price
A comprehensive investor relations programme ensures regular meetings
are held between major shareholders and the Executive Directors
Investor roadshows are held at the time of interim and final results
Presentation of the interim and final results, as well as other significant
events are held via Investor Meet Company for potential institutional and
retail investors
Regular trading updates including updates for significant events and made
throughout the year
The Annual General Meeting provides an opportunity for shareholders to
meet with the Board and ask questions
Employees
Health and safety
Engagement and
development
Diversity
Leadership
The Board receives and reviews monthly health and safety performance
reports
Annual performance appraisals, which include a personal development
review, are undertaken for all staff during the year
The Group operates a leadership development programme with a
structured programme of development for the cohort of employees with
potential to be future business leaders
The Group leadership team conduct periodic Group-wide briefings to
share key information with employees
A monthly Company newsletter “Grounded” is issued to keep employees
well informed
An annual employee engagement survey is used to collate employee
views and drive change
Regular senior manager site visits are conducted to understand the
experience of on-site operational staff
All whistleblowing reports and grievances are investigated, and
appropriate changes implemented to help prevent reoccurrence
Customers
Customer engagement
Quality and service level
Innovative contract delivery
Regular meetings are held between senior management and key
customers to develop long-term relationships
Managers undertake site visits regularly to manage quality and service
levels on ongoing contracts
Customer experience scores are reported internally and used as part of
lessons learned sessions to drive continual improvement
Teams work collaboratively with customers to develop design solutions
that enable customers’ aspirations to be fulfilled
Suppliers
Strong supplier relationships
Continuity of supply
Financial strength and stability
Regular review meetings are held between senior management and key
suppliers to discuss relevant topics, such as pricing, supply continuity and
service levels
Focus is placed on developing key strategic supplier partnerships
The Group’s funding structure and balance sheet strength is kept under
constant review to ensure suppliers are paid in accordance with agreed
terms and to ensure sufficient working capital management throughout
the supply chain
Community
Health and safety
Contribution to the
community
Sustainability
A significant apprenticeship scheme is embedded within the organisation
as the Group aims to have 5% of our total staff employed as Graduates,
Apprentices or Trainees
The Group aims to recruit locally, retain a skilled local workforce and build
relationships with local community organisations
The Group supports a different local charity each year based on employee
nominations
Employees engage in various community events including litter picking,
delivering STEM sessions in schools and donating goods to local
community groups
46
Van Elle Holdings plc Annual report and accounts 2024
Stakeholder
Key concerns
Engagement
Government
and regulatory/
industry bodies
Compliance with laws and
regulations
Upholding appropriate
corporate governance
The Group adopts the Quoted Companies Alliance Corporate Governance
Code (the “QCA code”) and operates policies to ensure compliance with
the code
Clear and effective policies are in place to help prevent wrongdoing,
including whistleblowing, bribery and corruption, anti-fraud and tax
evasion, financial crime and modern slavery, with training provided where
appropriate
Regular meetings are held with tax advisers to discuss tax compliance,
HMRC correspondence and other relevant issues pertinent to the Group’s
finances and tax position
The Group is a member of several relevant sector associations including
the Federation of Piling Specialists, which provide forums to understand
changes in relevant legislation and standards
Directors’ s172 statement
The Board of Directors consider that they, both individually and collectively, have acted in a way
that would be most likely to promote the success of the Company for the benefit of its members
as a whole (having regard to the stakeholders and matters set out in S172(1) (a–f) of the Act) in the
decisions they have taken during the year ended 30 April 2023.
In making this statement, the Directors, having regard for longer-term considerations of shareholders and the environment, have
taken into account the following:
a. the likely consequences of any decisions in the long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business relationships with suppliers, customers and others;
d. the impact of the Company’s operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for high standards of business conduct; and
f.
the need to act fairly as between members of the Company.
Shareholder engagement events
Date
Event
Date
Event
April 2023
Trading update for FY2023
December 2023
Trading update for FY2024 H1
July 2023
FY2023 annual report and final results
announcement with investor roadshow
and Investor Meet Company presentation
January 2024
FY2024 interim results investor roadshow
and Investor Meet Company presentation
September 2023
Annual General Meeting and trading
update
May 2024
Trading update for FY2024
October 2023
Announcement of Rock & Alluvium
acquisition
July 2024
FY2024 annual report and final results
announcement with investor roadshow
and Investor Meet Company presentation
47
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Section 172/engaging with our stakeholders continued
Key Decisions
Board and Committee activities are organised throughout the year to address the matters reserved for the Board. An overview of
the Board’s principal decisions during the year, including how the Board has considered the factors set out in section 172 of the
Companies Act 2006 (the “Act”), is set out below.
Setting the annual Group budget
and subsequent forecasts
Acquisition of Rock & Alluvium Limited
Actions taken
Reviewed and approved Group budgets for FY2025 and
high-level profit and cash forecasts for the following
12 months
Key stakeholder groups considered
In reviewing the budget and subsequent forecasts, the
Board considered the impact on all stakeholders
Setting the budget identified key areas of focus for
the Group providing development opportunities for
employees
In setting the budget the Board also gave consideration
to customers and identified opportunities to develop
customer relationships and improve service delivery and
efficiency
In setting the budget, consideration was given to
suppliers around payments ensuring that there was
clarity around when payments would be made to allow
suppliers to effectively manage working capital
Actions taken
On 30 November 2023, the Group acquired 100% of
Rock & Alluvium Limited, a piling business based in the
South East, formerly a subsidiary of Galliford Try
Key stakeholder groups considered
The Board considered the level of value creation for
shareholders as a result of the acquisition, in particular
due to geographical expansion, the ability to cross sell
Van Elle solutions and through an improved pipeline of
work via the trading agreement with Galliford Try
In agreeing the consideration payable, the Board ensured
a fair price was paid in order to deliver the best returns
for shareholders
The Board considered the impact on the workforce as
a whole, and in particular that of Rock & Alluvium and
the General Piling division, which Rock & Alluvium has
become part of
Consideration was given to improving customer
experience by offering a more diversified product
offering to Rock & Alluvium's existing customers
Updating the strategic plan and priorities
Review of strategic growth opportunities via
merger or acquisition
Actions taken
Reviewed and approved updates to the strategic plan
including key milestones and financial targets
Key stakeholder groups considered
In updating the strategic plan, consideration was
given to market developments and the alignment of
strategic priorities and financial resources to growth
areas to maximise opportunities and deliver enhanced
shareholder value
Updating the strategic plan identified key areas of focus
for the Group providing development opportunities for
employees
Consideration was given to the achievement of
sustainability targets, in particular the reduction of
carbon with strategic plans incorporating moves to
alternative raw materials and electric rigs
In updating the strategic plan, the Board also considered
customers and identified opportunities to develop
customer relationships and improve service delivery and
efficiency
Actions taken
The Board has considered several opportunities for
transformational growth and bolt-on acquisitions
throughout the year
Key stakeholder groups considered
In reviewing opportunities for growth, the Board has
considered the need to deliver enhanced shareholder
value with a focus on those opportunities that are low
risk, complementary to the existing business and value
enhancing
The impact of growth opportunities on employees,
including enhanced development opportunities, has
been considered. Where appropriate, management input
has been sought on review of opportunities
Consideration has been given to improving customer
experience by offering a more diversified product
offering
Expansion into the Canadian Rail ground engineering market
Actions taken
Review of the ongoing performance and future opportunities of newly established Canadian subsidiary, Van Elle Canada Inc
Key stakeholder groups considered
The value of start-up costs and the scale of opportunities within Canada has been considered widely by the Board to
ensure the opportunity provides enhanced shareholder value
Consideration has been given to potential development opportunities for employees arising from set up of a new operation
in an overseas location
48
Van Elle Holdings plc Annual report and accounts 2024
Risk management and principal risks
Risk management framework
The Board is responsible for setting
the Group’s risk appetite and ensuring
that appropriate risk management
systems are in place. The Board
reviews our principal risks throughout
the year as part of its normal agenda,
adopting an integrated approach to risk
management by regularly discussing our
principal risks.
In addition, once a year, the Board
formally assesses our principal risks,
taking the strength of our control
systems and our appetite for risk into
account.
How we identify risk
Our risk management process has
been built to identify, evaluate, analyse
and mitigate significant risks to the
achievement of our strategy. Our risk
identification processes seek to identify
risks from both a top-down strategic
perspective and a bottom-up local
operating company perspective.
The principal risks and uncertainties
identified by management, and how
they are being managed, are set out
opposite. These risks are not intended
to be an exhaustive analysis of all risks
that may arise in the ordinary course of
business or otherwise.
Reviewing our risk register
The risk registers of each division,
together with the Group risk register,
are updated and reported to the Audit
and Risk Committee to ensure that
adequate information in relation to risk
management matters is available to the
Board and to allow Board members the
opportunity to challenge and review the
risks identified and to consider in detail
the various impacts of the risks and the
mitigations in place.
Mitigating risk to deliver increasing shareholder value
Our integrated risk management approach
Risk heatmap
1 A rapid downturn in our markets
2 Failure to procure new contracts
3 Loss of market share
4 Non-compliance with our Code of
Business Conduct
5 Product and/or solution failure
6 Ineffective management of our contracts
7 Failure to comply with health and safety
and environmental legislation
8 Not having the right skills to deliver
9 Insufficient resources to deliver
contracts
10 Cyber attack
11 Inability to finance our business
Likelihood
Severe
Low
Impact
High
Low
THE BOARD
THE AUDIT AND RISK COMMITTEE
EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS
EXECUTIVE COMMITTEE
DIVISIONAL DIRECTORS
OPERATIONAL MANAGERS
COMMERCIAL MANAGERS
49
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Risk management and principal risks continued
Principal risks
MARKET RISKS
1 A rapid downturn in our markets
Inability to maintain a sustainable level of financial performance
throughout the construction industry market cycle, which grows
more than many other industries during periods of economic
expansion and falls harder than many other industries when the
economy contracts.
Failure of a key client resulting in market volatility.
Mitigation
Diversification of our markets, both in terms of
geography, including Rail expansion into Canada and
market segment.
Focus on longer-term partnerships and building on
existing client relationships.
Debt facility of up to £11m provides headroom for us to
withstand a downturn in markets.
Regular review of market conditions and forward
indicators to assess whether any action is required to
flex the cost base.
Potential impact
Failure to continue in operation or to meet our liabilities.
Change
Link to strategy
Strategic RISKS
2 Failure to procure new contracts
Failure to continue to win and retain contracts on satisfactory terms
and conditions in our existing and new target markets if competition
increases, customer requirements change or demand reduces due
to general adverse economic conditions.
Mitigation
Continually analysing our existing and target markets to
ensure we understand the opportunities that they offer.
Focused customer engagement earlier in the design
process to ensure our solutions are embedded into the
design.
Review of potential bolt-on acquisitions to expand the
product offering and differentiate ourselves further from
competitors.
Structured bid review process throughout the Group
with well-defined selectivity criteria, designed to ensure
we take on contracts only where we understand and can
manage the risks involved.
Agreement of framework arrangements where possible
providing increased certainty over future revenues.
Potential impact
Failure to achieve targets for revenue, profit and return on capital
employed.
Change
Link to strategy
3 Loss of market share
Inability to achieve sustainable growth, whether through
acquisitions, new products, new geographies or industry-specific
solutions.
Mitigation
Continually seeking to differentiate our offering through
service quality, value for money and innovation.
A business development team focusing on our
customers’ requirements and understanding our
competitors.
Reviewing acquisition opportunities where they may be
favoured over organic growth.
Implementing annual efficiency and improvement
programmes to help us remain competitive.
Focused on refining strategic client relationships in all
sectors.
Potential impact
Failure to achieve targets for revenue, profits and return on capital
employed.
Change
Link to strategy
50
Van Elle Holdings plc Annual report and accounts 2024
Strategic RISKS CONTINUED
4 Non-compliance with our Code of Business Conduct
Not maintaining high standards of ethics and compliance in
conducting our business or failing to meet local or regulatory
requirements.
Mitigation
Having clear policies and procedures in respect of
ethics, integrity, regulatory requirements and contract
management.
Maintaining training programmes to ensure our people
fully understand these policies and requirements.
Operating and encouraging the use of anti-bribery and
corruption and whistleblowing policies.
Clear communication of our values.
Potential impact
Loss of the trust of our customers, suppliers and other stakeholders
with consequent adverse effects on our ability to deliver against our
strategy and business objectives.
Substantial damage to our brand and/or large financial penalties.
Change
Link to strategy
Key:
Unchanged
NEW
New risk
Improved business
performance
Foundations for
growth
Sustainable market
leadership
51
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Risk management and principal risks continued
OPERATIONAL RISKS
5 Product and/or solution failure
Failure of our product and/or solution to achieve the required
standard.
Mitigation
Continuing to enhance our technological and
operational capabilities through investment in our
product teams, project managers and engineering
capabilities.
We maintain comprehensive insurance cover including
adequate PI cover and clear terms of business with
customers and suppliers.
We manufacture our products in an ISO 1101 quality
environment, and all have CE approval.
Potential impact
Financial loss (including warranty claims) and consequent damage
to our brand reputation.
Change
Link to strategy
6 Ineffective management of our contracts
Failure to manage our contracts to ensure that they are delivered
on time and to budget.
Mitigation
Ensuring we understand all our risks through the bid
appraisal process, application of clear contractual terms
and robust policies and processes to manage and
monitor contract performance.
Ensuring we have high-quality people delivering projects.
Our Perfect Delivery Concept establishes the criteria to
achieve effective first-class solutions and service for our
clients.
Clear delegation of authority with established contract
approval levels.
Potential impact
Failure to achieve the margins, profits and cash flows we expect
from contracts.
Change
Link to strategy
7 Failure to comply with health and safety and environmental legislation
A fatality or serious injury to an employee or member of the public
through a failure to maintain high standards of safety and quality.
Mitigation
A Board-led commitment to achieve zero accidents.
Visible management commitment with safety tours,
safety audits and safety action groups.
Implementing management systems that conform to
Occupational Health and Safety Assessment Systems
(ISO 9001, ISO 14001 and ISO 45001).
Extensive mandatory employee training programmes.
A strengthened HSQE team in recent years
Potential impact
Loss of employee, customer, supplier and partner confidence, and
damage to our brand reputation in an area that we regard as a top
priority.
Change
Link to strategy
8 Not having the right skills to deliver
Inability to attract, retain and develop excellent people to create a
high-quality, vibrant, diverse and flexible workforce.
Mitigation
Continuing to develop and implement leadership,
personal development and employee engagement
programmes that encourage and support all our people
to achieve their full potential.
Pre-employment checks ensure we have the right
people in the right roles.
Competitive remuneration packages, including a
Group-wide bonus scheme, and additional employee
incentives ensure we can attract and retain talent.
Potential impact
Failure to maintain satisfactory performance in respect of our
current contracts and failure to deliver our strategy and business
targets for growth.
Change
Link to strategy
52
Van Elle Holdings plc Annual report and accounts 2024
9 Cyber attack
A cyber/hacking attack could temporarily impact on the ability of the
IT systems to operate.
Mitigation
Robust IT systems and processes maintained to mitigate
the threat of a cyber attack.
Cyber insurance in place from 1 May 2023.
Various actions undertaken to improve defences against
a cyber attack including: cyber accreditations, removal
of external storage devises, improved email filters,
improved firewalls, cybersecurity and phishing training
roll-out and multi-factor authentication introduced.
Potential impact
A cyber/hacking attack could impact the ability to procure materials
and consumables to fulfil contract performance. A data breach
could have significant financial consequences for the Group.
Change
NEW
Link to strategy
Financial RISKS
10 Inability to finance our business
Loss of access to the financing facilities necessary to fund the
business.
Mitigation
Debt facility of up to £11m provides headroom for us
to withstand a downturn in markets. Extension of debt
facility to 2026 agreed in FY2024.
Potential impact
Failure to continue in business or to meet our liabilities.
Change
Link to strategy
Key:
Unchanged
NEW
New risk
Improved business
performance
Foundations for
growth
Sustainable market
leadership
53
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chief Financial Officer’s statement
Financial review
Revenue
Revenue in the year to 30 April 2024 was below the previous financial year, down
6.2% in total and down 11.7% on a like-for-like basis with 5 months contribution from
the acquisition of Rock & Alluvium Limited (“Rock & Alluvium”) in the second half of
the financial year. The reduction in revenues was driven primarily by softer market
conditions, with the housing and infrastructure sectors being impacted by lower levels
of demand and project delays throughout the financial year. Industry-wide softening
and investment delays had a greater impact on H1 with revenue decline slowing in H2.
In Q4, revenues were particularly strong and ahead of Q4 in the previous financial year.
2024
£’000
2023
£’000
Change
%
2024
%
2023
%
H1
68,210
80,836
(15.6)
48.9
54.3
H2
71,269
67,898
5.0
51.1
45.7
Revenue
139,479
148,734
(6.2)
100.0
100.0
The Group tracks enquiries and activity levels by market sector, which helps to
identify trends and targets our activities into growth areas. The mix of revenue by end
markets is shown below:
2024
£’000
2023
£’000
Change
%
2024
%
2023
%
Residential
57,298
56,860
0.6
41.0
38.2
Infrastructure
55,222
62,592
(11.8)
39.6
42.1
Regional
construction
26,202
28,943
(9.5)
18.8
19.5
Other
858
339
153.1
0.6
0.2
Revenue
139,479
148,734
(6.2)
100.0
100.0
Residential
A large proportion of the revenues from the acquisition of Rock & Alluvium are reported
in the residential sector and on a like-for-like basis, residential revenues are down
13.3% since last year. Following a period of record levels of enquiries and contract
activity reported in FY2022 and FY2023, buoyed by changes in building regulations,
levels of new build housing began to slow down, impacted by increasing interest rates
and general market uncertainty. This caused a reduction in volumes, as anticipated,
from Q2 of FY2024, which has continued throughout the remainder of the year.
Infrastructure
Substantial revenues in the prior year were driven by 2 large energy from waste
projects delivered by the General Piling division that have not reoccurred in the current
year. Activity levels in the rail sector were strong in H1 as CP6 entered its final year
before the impact of the transition to CP7 impacted H2. The change in control period
towards the end of the financial year resulted in lower revenues being delivered, as
expected. The Group is a framework partner on the TransPennine Route Upgrade
(“TRU”) programme for which site work commenced in H2 of FY2024. Government
spending in the highways sector has been lower than anticipated, with several major
projects being delayed. The Group’s appointment to the Smart Motorways Programme
Alliance (“SMPA”) framework in FY2023 has also delivered lower volumes than expected
following the cancellation of any new all-lane running Smart Motorway projects
although works on the retrofit emergency refuge areas did commence in H2 of FY2024.
The Group has made good progress on substantial growth opportunities in the energy
and water sectors, the latter increasingly with Galliford Try under the trading agreement
established upon the acquisition of Rock & Alluvium.
Highlights
Revenue 6% below the prior
year, 12% excluding the
impact of Rock & Alluvium,
with the comparative period
benefiting from stronger end
markets
Gross margin improvement
of 3.1% due to better
contract execution and
favourable mix impact
Underlying operating profit
of £5.5m and underlying
operating margin of 3.9%,
consistent with FY2023
Underlying return on capital
employed of 10.5%
Net funds position of £5.5m
at 30 April 2024
Strong balance sheet
maintained with an undrawn
bank facility of up to £11.0m
and low debt
Capital investment of £5.5m
in the year and £2.9m
of plant and equipment
added as part of the Rock &
Alluvium acquisition
Graeme campbell
Chief financial Officer
54
Van Elle Holdings plc Annual report and accounts 2024
Regional construction
With the backdrop of a more challenging and price sensitive
regional construction market in the year, impacted by build
inflation costs, activity levels were below the previous period.
The Group’s activities in London and the South East have been
strengthened by the acquisition of Rock & Alluvium in H2.
The mix of revenue by operating segment is shown below:
2024
£’000
2023
£’000
Change
%
2024
%
2023
%
General Piling
56,686
54,838
3.4
40.6
36.9
Specialist
Piling and Rail
43,871
46,593
(5.8)
31.5
31.3
Ground
Engineering
Services
38,371
47,067
(18.5)
27.5
31.6
Head Office
605
236
156,4
0.4
0.2
Revenue
139,479 148,734
(6.2)
100.0
100.0
Revenues for Rock & Alluvium were £8.1m for the 5-month
period to 30 April 2024 and are reported within the General
Piling operating segment. On a like-for-like basis, General Piling
revenues have declined by 12.4% with prior year revenues
including 2 significant industrial energy projects which,
combined, delivered £18m of revenue in FY2023.The second
of these projects was concluded early in FY2024. The reduction
in infrastructure volumes and the high levels of competition
within the regional construction market resulted in lower
overall volumes in the financial year.
Specialist Piling experienced softer market conditions towards
the end of the previous financial year, which continued into
the first half of FY2024, primarily due to delays to major
infrastructure work on highways and a short-term decrease in
demand for ground stabilisation activity typically delivered in
the housing sector. Work-winning and activity levels improved
in H2, as expected. The Rail division delivered strong revenues
in H1 as CP6 entered its final year, however, during H2,
volumes declined in line with expectations as planning for
CP7 commenced. In Canada, rail work commenced in Q2, but
delayed project start dates resulted in lower activity levels than
expected. Activity levels have improved since January 2024.
The major Toronto Metro expansion project has been delayed
until late 2025 but a more diverse customer base has been
established in the meantime.
The reduction in the Ground Engineering Services operating
segment revenue reflects the subdued housing sector
following a strong first quarter. Strata Geotechnics reported
further growth during the year as progress was maintained in
infrastructure work, particularly in the highways sector and on
HS2 ground investigation projects.
Head office revenues relate to the provision of training
services delivered through the training facility located at
Kirkby-in-Ashfield.
Gross profit
Gross margin improved by 3.1% in FY2024 to 30.1% (FY2023:
27.0%). The increased gross margin is primarily due to better
contract execution across divisions, as well as a positive mix
impact. Improved mix is due to the subdued residential sector
resulting in lower Housing revenues within the Group’s Ground
Engineering Services segment. The highly competitive nature
of this sector results in margins at the lower end of the Group’s
margin range. In addition, the 2 significant infrastructure
projects delivered by the General Piling division in the previous
financial year were delivered at the lower end of the Group’s
margin range.
Some inflationary pressures have continued to affect the cost
base, particularly through wage inflation. Cost saving measures
and efficiency projects are being implemented where possible.
Operating profit
Total operating profit and total underlying operating profit have
declined in FY2024 as lower activity levels and the absorption
of start-up costs for the Group’s Canadian rail subsidiary
have partially been offset by improved margin and overhead
reduction.
On an underlying basis the Group reports an operating margin
of 3.9%, consistent with FY2023.
2024
£’000
2023
£’000
Operating profit
5,805
5,858
Operating margin
4.2%
3.9%
Underlying operating profit
5,472
5,781
Underlying operating margin
3.9%
3.9%
Alternative performance measures
The Group presents alternative performance measures
(“APMs”), which are not defined or specified under the
requirements of IFRS. The Group believes that these APMs
provide depth and understanding to the users of the financial
statements to allow for further assessment of the underlying
performance of the Group and comparability from 1 year to
the next.
The Board believes that the underlying performance measures
for operating profit, profit before tax and EPS, stated before
the deduction of non-underlying items give a clearer indication
of the actual performance of the business.
55
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Chief Financial Officer’s statement continued
The Group’s non-underlying items in FY2024 include £228,000
of fees associated with the acquisition of Rock & Alluvium
Limited on 1 December 2023, a health and safety penalty
of £250,000 in relation to the death of a third-party haulier
following the failure of a Van Elle piling rig in April 2021,
management restructure costs of £83,000 being the
initial costs incurred for a restructure programme, which
commenced at the end of FY2024 and which will continue
into FY2025 and a credit of £149,000 for interest received on
a protracted legal settlement that was concluded in the post
balance sheet period.
In FY2023, the Group’s non-underlying items included
£427,000 relating to the reduction in the deferred
consideration due in respect of the acquisition of ScrewFast
and a charge of £350,000 relating to 2 warranty claims where
the estimated costs of remediation had increased in the
financial year.
Net finance costs
Net finance costs were £176,000 in the current year (2023:
£487,000). Finance costs relate to interest on outstanding hire
purchase agreements and interest on property and vehicle
liabilities classified under IFRS 16. In FY2024, net finance
costs include £101,000 of interest received on cash balances
held and £149,000 of interest received on a protracted legal
settlement that was concluded in the post balance sheet
period. Interest received in the previous financial year was nil.
Taxation
The effective tax rate in the year is 40.4% (2023: 12.9%). The
increased effective tax rate in the current financial year is as a
result of the change in corporation tax rate from 19% to 25%
in April 2023, the cessation of the super capital allowances
scheme in March 2023 and start-up losses in the Group’s
newly established Canadian Rail subsidiary for which no
deferred tax asset has been recognised. The Group benefitted
from super capital allowances in the previous financial year
resulting in an effective tax rate lower than the corporation tax
rate applicable at the time.
Dividends
An interim dividend of 0.4p (2023: 0.4p) was paid on
15 March 2024. The Board is recommending a final dividend
of 0.8p (2023: 0.8p) taking the total dividend payable for
the year to 1.2p (2023: 1.2p).
Subject to approval at the Annual General Meeting on
Thursday 26 September, the recommended final dividend will
be paid on 18 October 2024 to shareholders on the share
register as at 4 October 2024. The associated ex-dividend date
will be 3 October 2024.
Earnings per share
Underlying basic earnings per share was 3.1p (2023: 4.4p),
based on an underlying profit before tax of £5,171,000 (2023:
underlying profit £5,294,000). Reported basic earnings per
share was 2.7p (2023: 4.4p).
Underlying diluted earnings per share was 3.0p (2023: 4.4p)
following vesting of a grant of options made under the Group’s
LTIP scheme in 2020 during the period. Reported diluted
earnings per share was 2.6p (2023: 4.4p).
Balance sheet
2024
£’000
2023
£’000
Fixed assets (including
intangible assets)
48,452
45,630
Net working capital
14,028
9,973
Net funds/(debt)
(1,645)
367
Deferred consideration
(2,120)
(790)
Taxation and provisions
(7,360)
(5,149)
Net assets
51,355
50,031
Note: net working capital and taxation and provisions are
stated net of claim liabilities and associated insurance assets
Net assets increased by £1.3m to £51.4m (2023: £50.0m).
Underlying ROCE, however, decreased in the period to 10.7%
at 30 April 2024 (2023: 12.2%). ROCE was adversely impacted
in the year by the absorption of start-up costs for the Group’s
Canadian operation and the timing of the acquisition of Rock
& Alluvium, which contributes only 5 months of revenues and
profits in the current year.
The Group invested £5.5m in capital over the course of the
year. Investment included the purchase of a rig to support
the relatively new rigid inclusions capability, a capability
that has experienced growing demand in recent years. The
mid-life overhaul and upgrade of the existing Rail fleet was
completed during the year having commenced in FY2022 with
approximately one-third of the fleet being upgraded each
year. The remainder of the Group’s aging transport fleet was
also replaced during the year with more efficient vehicles.
Approximately half of the fleet were replaced in the previous
financial year. The acquisition of Rock & Alluvium Limited
added £2.9m of fixed assets, net of outstanding lease liabilities
to the Group’s balance sheet.
Working capital (defined as inventories, trade and other
receivables and trade and other payables) increased to
£14.0m (2023: £10.0m), of which £0.6m was introduced on the
acquisition of Rock & Alluvium. Whilst revenues have declined
overall in FY2024 compared with FY2023, activity levels were
strong in the last quarter of the year, with revenues £4.0m
higher in Q4 of FY2024 compared with Q4 of FY2023. It is this
increased activity in the final quarter of the financial year, as
well as greater research and development income in FY2024,
which is unpaid at the year-end date that has resulted in a
larger working capital investment as at 30 April 2024.
The Group paid the final remaining consideration of £0.7m
for the acquisition of ScrewFast Foundations Limited during
the year. The total consideration due for the acquisition of
Rock & Alluvium Limited on 1 December 2023 is £3.9m, of
which £1.8m was paid on the date of acquisition and the
remaining £2.1m is due on 1 December 2024. This deferred
consideration is a guaranteed sum.
Provisions in respect of outstanding warranty claims have
increased by £420,000 during the year with 1 new claim being
brought in the period and an increase in the estimated cost of
settlement of 1 existing warranty claim.
The Group’s deferred tax liability has increased in FY2024 due
to utilisation of carried forward losses resulting in the unwind
of the associated deferred tax assets in the financial year.
56
Van Elle Holdings plc Annual report and accounts 2024
Net funds
2024
£’000
2023
£’000
Lease liabilities
(7,646)
(8,518)
Total borrowings
(7,646)
(8,518)
Cash and cash equivalents
6,002
8,885
Net (debt)/funds
(1,645)
367
Net funds excluding IFRS 16
property and vehicle lease
liabilities
5,480
7,526
Net funds have reduced during the year to a net debt position
of £1.6m as at 30 April 2024 (2023: net funds of £0.4m) with
total cash and cash equivalents decreasing to £6.0m as at
30 April 2023 (2023: £8.9m).
The Group’s lease liabilities include £7.1m of IFRS 16 property
and vehicle lease liabilities (2023: £7.2m). The repayment
of these liabilities during the year was largely offset by the
addition of two property leases on the acquisition of Rock &
Alluvium. Vehicle lease liabilities for the Group’s van fleet total
£2.4m at 30 April 2024. Vans are leased on a long-term hire
basis over a period of 4 years with early termination possible.
Remaining lease liabilities of £0.5m relate to 3 outstanding
hire purchase agreements, 2 of which were assumed on
the acquisition of Rock & Alluvium. These 3 hire purchases
agreements are scheduled to expire in 2024 and 2025.
The Group has an £11m asset back lending facility, secured
against the Group’s receivables and certain tangible assets. The
facility was not drawn during the year. There are no financial
covenants associated with the facility, which is due to expire in
September 2026.
Cash flow
2024
£’000
2023
£’000
Operating cash flows before
working capital
12,418
11,846
Working capital movements
(including provisions)
(3,710)
(1,885)
Cash generated from operations
8,708
9,961
Income tax received
–
323
Net cash generated from
operating activities
8,708
10,284
Investing activities
(6,583)
(5,602)
Financing activities
(5,008)
(2,784)
Net (decrease)/increase in cash
(2,883)
1,898
As mentioned above, the working capital investment during
the year is due to increased trading levels in Q4 and increased
research and development income, which is unpaid at the
year-end. Working capital cash flows exclude the impact
of working capital introduced on the acquisition of Rock &
Alluvium.
Operating cash flows of £8.7m have primarily been used to
repay outstanding debt, acquisition consideration payments
and dividends. Dividend payments were £1.3m in the year.
During the period, the Group repaid 2 variable rate hire
purchase agreements early resulting in a cash outflow of
£1.0m, paid the final deferred consideration of £0.7m for the
acquisition of ScrewFast Foundations Limited, and paid £1.8m
of initial consideration for the acquisition of Rock & Alluvium.
The Group also established an employee benefit trust during
the year for the purposes of purchasing shares for issue on
exercise of share options. A contribution of £0.5m was made
to the employee benefit trust during the year.
Graeme Campbell
Chief Financial Officer
23 July 2024
57
Van Elle Holdings plc Annual report and accounts 2024
Strategic Report
Board of directors
Mr Nelson has over 30 years’
experience in the Infrastructure,
Housebuilding and Energy
sectors. He is a qualified
accountant and has recently held
positions as Senior Independent
Director of HICL, Eurocell and
McCarthy and Stone. He was also
Chair of a PE backed contractor/
developer.
Mr Cutler was appointed to
the Board in August 2018. A
graduate of Imperial College
London, Mr Cutler is a chartered
civil engineer with over 30 years’
experience in the infrastructure,
construction and utility sectors,
having held various senior
leadership roles with major UK
contractors. Mr Cutler joined
Tarmac Construction (later
Carillion) as a graduate in 1990,
working on several major civil
engineering projects, leaving
in 2005 to join Morgan Sindall
as the Managing Director of its
Infrastructure division. In 2010,
he became Chief Executive of
privately owned water sector
specialist Barhale. In 2014, he
joined Balfour Beatty, initially
to lead its portfolio of UK
regional civil engineering and
construction businesses and
latterly, before joining Van Elle,
was Managing Director of the
Balfour Beatty VINCI joint venture
for High Speed 2.
Frank Nelson
Non-Executive Chair
A N R
Mark Cutler
Chief Executive Officer
Mr Campbell was appointed
Chief Financial Officer in
February 2020. Mr Campbell
qualified as a Chartered
Accountant in 2000 and was
previously the Group Financial
Controller of Severfield plc,
the UK’s market-leading
structural steel company and
one of the largest structural
steel businesses in Europe. Mr
Campbell has spent his career
in senior finance functions
across a range of industrial
businesses, including latterly as
Group Chief Financial Officer and
Company Secretary for ASX-listed
international engineering
services business Engenco.
Graeme Campbell
Chief Financial Officer
58
Van Elle Holdings plc Annual report and accounts 2024
KEY
A Audit and Risk Committee
N Nomination Committee
R Remuneration Committee
Committee Chair
Mr Hurcomb has enjoyed
a successful career across
the UK’s construction sector,
holding executive positions with
companies including NC Bailey
Group Ltd, Carillion plc, Balfour
Beatty plc and Mansell plc.
Mr St John is a Chartered
Accountant and has held
many board-level positions
spanning over 30 years. This
experience covers a range of
industries, including within
the UK building products and
services sectors. Until 2012,
Mr St John was a Partner at the
private equity firm Cognetas
and its predecessor firms, with
significant involvement in the
growth and development of its
investee companies. Mr St John is
currently Non-Executive Director
of Clareant Lending Holdco
Limited, Capstone Foster Care
Limited and Caroola Group Ltd.
David Hurcomb
Independent Non-Executive Director
A N R
Charles St John
Non-Executive Director
A N R
59
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
All members of the Board believe strongly in
the value and importance of good corporate
governance and in our accountability to all of
Van Elle’s stakeholders.”
Corporate Governance Statement
The Company adopts the Quoted Companies Alliance
Corporate Governance Code (the “QCA Code”) on the basis
that, the Board considers this to be the corporate governance
code most suited to the size, risks, complexity and operations
of the business.
The Board is ultimately responsible for the Company’s
strategic aims and long-term success; it seeks to achieve
this by ensuring that the right financial resources and talent
are in place to deliver the Company’s strategy. Our culture
is fundamental to the successful delivery of our strategic
objectives. The Board assesses and monitors the culture by
specific reference to employees and their engagement during
Board meetings, as well as periodic discussions on the Group’s
vision and values.
Board composition and operation
The QCA Code requires that the boards of AIM companies
have an appropriate balance between executive and non-
executive directors, of which at least 2 should be independent.
The Board currently comprises 2 Executive and 3
Non-Executive Directors, 1 of whom is the Chair. The
Non-Executive Directors are considered independent of the
Company and, other than their fees and shareholdings as set
out on pages 74 and 75, have no other financial or contractual
interest in the Company.
There is a clear division of responsibilities between the Chair
and the Chief Executive Officer. The role of the Chair is to
manage the Board in the best interests of its stakeholders,
to ensure that shareholders’ views are communicated to the
Board and to be responsible for ensuring the Board’s integrity
and effectiveness.
The role of the Chief Executive Officer is to manage the
Group’s operations on a day-to-day basis, to ensure that
Board decisions are implemented effectively and to develop
and propose the Group’s strategy to the Board. The Group’s
business model and strategy are described in detail in the
strategic report.
The strategy is closely monitored by the Board through
reporting and discussion at Board meetings, including periodic
reviews as part of the wider Board meeting agenda. Specific
strategy updates are also held periodically with the senior
management team. Progress on strategic actions are reviewed
in the context of market developments and financial targets
are kept under close review to ensure capital resources are
directed to growth areas.
The Board is satisfied that it has a balanced composition,
with relevant sector and public market skills and expertise,
details of which can be seen in the biographies on pages 58
and 59. Directors maintain their expertise through attending
relevant training and networking events, and through ongoing
experiences in other organisations.
The Board controls the Group by delegating day-to-day
responsibility to the executive and operational management
teams. Certain matters are specifically reserved for decision
only by the Board of Directors. These matters were reviewed
and amended as considered appropriate during the previous
year and fall under the general headings of: strategy and
management; structure and capital; financial reporting; internal
controls; contracts; shareholder communication; Board
membership; executive remuneration; delegation of authority;
corporate governance matters; and Group policies.
The Board held formal Board meetings 11 times during the
year. Board meetings are conducted to a set agenda with
a pack of comprehensive briefing papers circulated to all
Directors prior to each scheduled meeting. The Board also met
on an ad hoc basis several times during the year to discuss
various matters. The discussions of these more informal
meetings are minuted in line with Board meetings. Directors
are able, if necessary, to take independent professional advice
in the furtherance of their duties at the Company’s expense.
60
Van Elle Holdings plc Annual report and accounts 2024
Board Committees
The Board has delegated specific responsibilities to the Audit
and Risk, Remuneration and Nomination Committees. All Board
Committees have their own terms of reference, which are
published on the Company’s website.
Audit and Risk Committee
The Audit and Risk Committee comprises all Non-Executive
Directors and is chaired by Charles St John. The Committee’s
primary responsibilities include monitoring internal controls,
reviewing the key risks of the organisation, ensuring that the
financial performance of the Group is properly measured and
reported, and overseeing the relationship with the Group’s
auditor.
The Audit and Risk Committee met on 4 occasions during the
year. Further details on the work and responsibilities of the
Audit and Risk Committee are shown on pages 64 to 66.
Nomination Committee
The Nomination Committee comprises all Non-Executive
Directors and is chaired by Frank Nelson. The Committee’s
primary responsibilities include assessing the size, structure
and composition of the Board, succession planning for
Directors and other senior executives, and identifying and
nominating candidates to fill Board vacancies, together with
leading the process for such appointments.
One Committee meeting was held during the year. The
Committee comprises all members of the main Board
and duties of the Committee in respect of evaluation of
the composition of the Board and succession planning for
Directors and other senior executives have been fulfilled by
discussion at Board meetings. Further details on the work and
responsibilities of the Nomination Committee are shown on
page 67.
Remuneration Committee
The Remuneration Committee comprises all Non-Executive
Directors and is chaired by David Hurcomb. The Committee is
primarily responsible for determining the contractual terms,
remuneration and other benefits of the Executive Directors
and the Chair of the Board.
The Committee met on 3 occasions during the year. The
Remuneration Committee report is set out on pages 68
and 69.
Directors
Each of the Directors is subject to election by the shareholders
at the first Annual General Meeting after their appointment.
Thereafter, all Directors are subject to retirement by rotation
in accordance with the Articles of Association. The service
contracts of Executive Directors require 6 months’ notice.
The Non-Executive Directors have received appointment letters
setting out their terms of appointment. All Non-Executive
Directors are appointed for an initial period of 3 years,
continuing thereafter subject to not less than 3 months’ notice.
The appointment of new Non-Executive Directors to the Board
is considered by all Board members.
Risk management and internal control
The risk management framework is presented on pages 49 to
53 and sets out how the Board identifies, assesses and takes
mitigating action to manage risk.
The Audit and Risk Committee reviews and monitors the
Group’s key risks and internal controls. However, the Board
has overall responsibility for ensuring that the Group maintains
a system of internal control to provide it with reasonable
assurance regarding the reliability of financial information that
is used within the business, and for external publication and
the safeguarding of assets. There are inherent limitations in
any system of internal control and accordingly, even the most
effective system can provide only reasonable, and not absolute,
assurance against material misstatement or loss.
61
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Corporate Governance Statement continued
The Group’s organisational structure has clear lines of
responsibility with operational and financial responsibility for
operating segments delegated to the Chief Operating Officer
and operational Directors.
The Group’s risk management programme, which assesses key
risks and the required internal controls that are delegated to
Directors and managers within the Group, is reviewed regularly
to ensure that it continues to meet the Board’s requirements.
Going concern basis
In determining whether the Group and Company annual
consolidated financial statements can be prepared on an going
concern basis, the Board considered all factors likely to affect
its future performance and financial position, including cash
flows, liquidity position, borrowing facilities and the risks and
uncertainties relating to its business activities.
A detailed forecast has been prepared for the period to
31 December 2025, which demonstrates healthy cash flow and
liquidity headroom across the period to 31 December 2025.
Reverse stress testing has been carried out and the Board is
satisfied that the scenarios in which the level of trading is such
that the Group experiences a cash outflow of such a level that
further debt facilities would be required are remote.
Based on this review, the Directors conclude that the Group
and Company are able to operate within the level of their
current financial resources for a period of at least 12 months
from the date of approving the financial statements. The full
statement in respect of going concern is included in note 2 to
the consolidated financial statements.
Forward-looking statements
The annual report and accounts include certain statements
that are forward-looking statements. These statements
appear in several places throughout the strategic report and
include statements regarding the Group’s intentions, beliefs
or current expectations and those of its officers, Directors
and employees concerning, amongst other things, the results
of operations, financial condition, liquidity, prospects, growth
and strategies of the Group. By their nature, these statements
involve uncertainty since future events and circumstances can
cause results and developments to differ materially from those
anticipated.
Meeting attendance
DIRECTOR
Frank Nelson (Chair)
David Hurcomb
Charles St John
Mark Cutler
Graeme Campbell
Attended meetings
Not due to attend
Board composition
Chair
Non-Executive
Executive
1
2
2
Every Director was in attendance at all Board meetings during the year.
62
Van Elle Holdings plc Annual report and accounts 2024
Board effectiveness review undertaken
During the year, we completed a comprehensive internal
review of the Board’s structure and performance. Key
actions arising from the review to ensure continuous
improvement of the Board’s effectiveness are as follows:
Continued focus on improving diversity
Refresh of the Group’s succession planning for Board
and senior leadership
Review Board member induction programme and
ongoing training needs
Detailed review of periodic information provided to
the Board
Review current business continuity planning for
critical events
Perform an annual review of Board performance
annually
Shareholder relationships
The CEO and CFO are the key contacts for shareholders on
any matters relating to the Group, its governance and investor
relations. There is a programme of scheduled meetings
with institutional investors, certain private shareholders and
analysts, following full and half-year results announcements.
Presentations are also hosted through the digital platform
Investor Meet Company, which allows all shareholders or
other interested parties to attend. These meetings provide the
CEO and CFO the opportunity to update shareholders on the
Group’s performance and future strategy.
Additionally, the Chair and Non-Executive Directors make
themselves available to meet with shareholders as necessary.
The Annual General Meeting (“AGM”) allows the Board to
communicate with all investors, institutional or private, and
provides shareholders the opportunity to ask questions and
raise issues, as well as formally vote on resolutions circulated
to shareholders in the Notice of AGM prior to the AGM. Copies
of the Notice of AGM are also published on the Company
website.
Details of the Group’s corporate governance policies can be
found at at: www.van-elle.co.uk/corporate-governance/.
Approval
The Board approved the corporate governance report on
23 July 2024.
By order of the Board
Graeme Campbell
Company Secretary
23 July 2024
63
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Audit and Risk Committee Report
CHARLES ST JOHN
Chair of the audit and risk Committee
Activities during the year
The following matters were considered at the
Committee meetings held during the year:
Financial statements and reports:
Reviewed the interim results announcement,
preliminary final results announcement and the
annual report and accounts
Reviewed reports from the external auditor
Reviewed management representation letters,
going concern reviews and significant areas of
accounting estimates and judgements
Considered the output of a third-party review
on revenue recognition ahead of interim results
announcement
Reported to the Board on the appropriateness of
accounting policies and practices
Risk management:
Reviewed the risk register, which identifies the
Group’s key risk areas, the probability of these
risks occurring and the impact they would have
on the Group.
Ensured that updates to the Group’s main
governance policies were submitted and
approved by the Board
External audit and non-audit work:
Agreed the terms of engagement and fees to be
paid to the external auditor
Reviewed and agreed the scope and methodology
of the audit work to be undertaken by the
external auditor
Reviewed the relationship with the external
auditor including its independence, objectivity
and effectiveness
Reviewed non-audit fees paid to the external auditor
Compliance:
Met with the external auditor without executive
management being present
Dear Shareholder,
I am pleased to present the report on the activities of the Audit
and Risk Committee for the year. The report provides details
of the key matters considered by the Committee, and an
explanation of how the Committee has obtained assurance on
the integrity of the annual report.
Role and responsibilities
The primary function of the Committee is to assist the Board
in fulfilling its responsibilities regarding the integrity of financial
reporting, audit, risk management and internal controls.
This comprises:
Assessing and advising the Board on the internal financial,
operational and compliance controls
Monitoring and reviewing the Group’s accounting policies
and significant accounting judgements
Reviewing the annual and interim financial statements
and any public financial announcements and advising the
Board on whether the annual report and accounts are fair,
balanced and understandable
Monitoring and reviewing the adequacy and effectiveness
of the risk management systems and processes
Overseeing the Group’s procedures for its employees to
raise concerns through its whistleblowing policy
In relation to the external audit, the Committee is
responsible for:
Approving the appointment of the external auditor,
including the terms of engagement and fees
Considering the scope of work to be undertaken by the
external auditor and reviewing the results of that work
Reviewing and monitoring the independence of the
external auditor and approving its provision of non-audit
services; and monitoring and reviewing the effectiveness of
the external auditor
Meeting attendance
DIRECTOR
Charles St John (Chair)
Frank Nelson
David Hurcomb
Mark Cutler*
Graeme Campbell*
Attended meetings
Not due to attend
* Attended by
invitation.
64
Van Elle Holdings plc Annual report and accounts 2024
Membership and attendance
The Quoted Companies Alliance Corporate Governance
Code recommends that all members of an audit committee
be non-executive directors, independent in character and
judgement and free from any relationship or circumstances
that may, could or would, be likely to, or appear to, affect their
judgement, and that 1 such member has recent and relevant
financial experience.
Accordingly, the Committee comprises all Non-Executive
Directors, with the Chair, as a Chartered Accountant, having
recent and relevant financial and accounting experience.
Committee meetings are also attended by the Chief Executive
Officer and Chief Financial Officer by invitation.
The external auditor is invited to attend certain meetings
to report to the Committee, primarily on the planning and
outcome of the audit. The Company Secretary acts as Secretary
to the Committee.
Other members of management may be invited to attend
meetings depending on the matters under discussion. The
Committee Chair meets periodically with the external auditor
with no members of management present. The Committee
held 4 meetings during the reporting period.
External audit
The Committee approves the appointment and remuneration
of the Group’s external auditor and satisfies itself that it
maintains its independence regardless of any non-audit work
performed by it. The external auditor is permitted to provide
non-audit services that are not, and are not perceived to be,
in conflict with auditor independence, providing it has the
skill, competence and integrity to carry out the work and it is
the most appropriate adviser to undertake such work in the
best interests of the Group. All assignments are monitored
by the Committee. Details of services provided by, and fees
payable to, the auditor are shown in note 9 of the consolidated
financial statements. Rotation of the audit partner took place in
the year ended 30 April 2022.
Whilst the Committee has not adopted a formal policy in
respect of rotation of the external auditor, one of its principal
duties is to make recommendations to the Board in relation
to the appointment of the external auditor. Various factors
are considered by the Committee in this respect including the
quality of the reports provided to the Committee, the level of
service provided and the level of understanding of the Group’s
business.
The Committee also remains satisfied that the services
provided by BDO LLP are appropriate and comparable to
other audit firms’ pricing. However, given that BDO has been
the Company’s external auditor for 13 years, the provision of
external audit services will be kept under close review over the
coming reporting periods.
Internal audit
The Group does not have a formal internal audit function.
A schedule of controls reviews, targeted based on risk,
is maintained. Throughout the year, the finance function
performs targeted reviews and visits to operations as well as
high-level reviews of key finance processes and controls in
accordance with the schedule of controls reviews.
This approach is considered appropriate and proportionate
given the size of the business and the extensive work
performed by the external auditor; however, the need to
establish a separate independent internal audit function is kept
under review.
Internal controls and risk management
The Board is responsible for the effectiveness of the Group’s
internal control systems, which have been designed and
implemented to meet the requirements of the Group and the
risks to which it is exposed.
The Group has a robust risk management process that follows
a sequence of risk identification, assessment of probability and
impact, and assigns an owner to manage mitigation activities
and controls. The Group risk register and the methodology
applied were the subject of review by senior management and
updated to reflect new and developing areas that might impact
business strategy. The Committee reviews the Group risk
register each year to assess the actions being taken by senior
management to monitor and mitigate the risks. The Group’s
principal risks and uncertainties are described on pages 49
to 53.
The following key elements comprise the internal control
environment, which has been designed to identify, evaluate
and manage, rather than eliminate, the risks faced by the
Group in seeking to achieve its business objectives and ensure
accurate and timely reporting of financial data for the Company
and the Group:
An appropriate organisational structure with clear lines of
responsibility
An experienced and qualified finance function, which
regularly assesses the risks facing the Group
A comprehensive annual strategic and business planning
process
Systems of control procedures and delegated authorities,
which operate within defined guidelines, and approval
limits for capital and operating expenditure and other key
business transactions and decisions
A robust financial control, budgeting and rolling forecast
system, which includes regular monitoring, variance
analysis and key performance indicator reviews
65
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Procedures by which the consolidated financial statements
are prepared, which are monitored and maintained using
internal control frameworks addressing key financial
reporting risks arising from changes in the business or
accounting standards
Established policies and procedures setting out expected
standards of integrity and ethical standards, which
reinforce the need for all employees to adhere to all legal
and regulatory requirements
Significant accounting matters
The Committee assesses whether suitable accounting policies
have been adopted and whether management has made
appropriate estimates and judgements.
The Committee reviews accounting papers prepared by
management, which provide details on the main financial
reporting judgements. The Committee also reviews reports by
the external auditor on the full-year results, which highlight any
issues arising from the work undertaken. Areas of audit and
accounting risk reviewed by the Committee included:
Revenue recognition – the Group’s policy on revenue
recognition, detailed in note 3 to the consolidated financial
statements, is in accordance with IFRS 15. The Committee
has reviewed the estimates and judgements applied
by management and is satisfied with management’s
conclusions
The carrying value of trade receivables and contract assets
– the Group holds material trade receivable balances
and contract asset balances, and the calculations of
provisions for impairment are estimates of future events
and, therefore, uncertain. The Group has continued
to purchase trade credit insurance in the year, which
provides additional protection against the risk of bad
debts. The Committee has reviewed the current year
provisions (including the application of IFRS 9) against trade
receivables and contract asset balances and is satisfied
with management’s conclusions that the provisioning levels
are appropriate
Provisions for legal and other claims – the Group holds
material provisions in respect of legal and other claims.
The Group carries insurance and any reimbursements,
where material and virtually certain, are treated as
separate assets. The calculations of the provisions contain
management estimates and judgement on the likely
outcome of the claims. The Committee has reviewed the
estimates and judgements applied by management and is
satisfied with management’s conclusions
The carrying value of intangible items – the carrying value
of goodwill has been tested for impairment. This testing
includes sensitivities of future forecast performance,
discount rates used and other key assumptions. The
Committee has reviewed the estimates and judgements
applied by management and is satisfied with management’s
conclusion that no impairment is required
Acquisition of Rock & Alluvium – the goodwill and other
intangibles on the acquisition of Rock & Alluvium is based
on the fair value of the assets and liabilities at the date of
acquisition. The Committee has reviewed the estimates and
judgements applied by management in the calculation of
goodwill and is satisfied with management’s conclusions
Going concern
In determining whether the Group and Company annual
consolidated financial statements can be prepared on a going
concern basis, the Board considered all factors likely to affect
its future performance and financial position, including cash
flows, liquidity position, borrowing facilities and the risks and
uncertainties relating to its business activities.
A detailed forecast has been prepared for the period to
31 December 2025, which demonstrates healthy cash flow and
liquidity headroom across the period to 31 December 2025.
Reverse stress testing has been carried out and the Board is
satisfied that the scenarios in which the level of trading is such
that, the Group experiences a cash outflow of such a level that
further debt facilities would be required are remote.
Based on this review, the Directors conclude that the Group
and Company are able to operate within the level of their
current financial resources for a period of at least 12 months
from the date of approving the financial statements. The full
statement in respect of going concern is included in note 2 to
the consolidated financial statements.
Charles St John
Chair of the Audit and Risk Committee
23 July 2024
Audit and Risk Committee Report continued
66
Van Elle Holdings plc Annual report and accounts 2024
Nomination Committee Report
Frank Nelson
Chair of the Nomination Committee
2024 Key activities:
Reviewed the Committee’s
terms of reference
Evaluated the balance
of skills, experience,
independence, diversity and
knowledge on the Board
Undertook a Board
evaluation process during
the financial year including
establishing a plan of action
based on the outcomes
Succession planning for the
Executive Directors and the
senior management team
Reviewed requirements for
the re-election of Directors
at the Annual General
Meeting
Reviewed the Committee’s
report in the annual
report and accounts and
recommended approval to
the Board
On behalf of the Nomination Committee,
I am pleased to present our report for
the financial year ended 30 April 2024.
Role and responsibilities
The key responsibilities of the
Committee are:
Assessing whether the size, structure
and composition of the Board
(including its skills, knowledge,
experience, independence and
diversity, including gender diversity)
continue to meet the Group’s
business and strategic needs
Examining succession planning
for Directors and other senior
executives, and for the key roles
of Chair of the Board and Chief
Executive Officer
Identifying and nominating, for
approval by the Board, candidates
to fill Board vacancies as and when
they arise, together with leading the
process for such appointments
Membership and attendance
The Code recommends that the
members of a nomination committee
should be independent non-executive
directors. The Company complies
with this Code recommendation.
By invitation, the meetings of the
Committee may be attended by the
Chief Executive Officer and the Chief
Financial Officer. The Chair of the
Board normally chairs the Committee,
except where it is dealing with their
own reappointment or replacement. In
this instance, the Committee is chaired
by another Non-Executive Director
nominated as sub-committee Chair. The
Company Secretary acts as the Secretary
to the Committee.
The Board composition has remained
unchanged since July 2020, which has
provided a good level of stability for
the Company. One Committee meeting
was held during the year. The duties of
the Committee, in respect of evaluation
of the composition of the Board and
succession planning for Directors and
other senior executives, have been
fulfilled by discussion at Board meetings.
The Committee comprises all members
of the main Board.
Election of Directors
On the recommendation of the
Committee, and in line with the
Company’s Articles of Association,
Directors stand for re-election at the
Annual General Meeting. The Committee
considers that the performance of each
of the Directors standing for election at
the Annual General Meeting continues
to be effective and each demonstrates
commitment to their role.
Board evaluation
A Board evaluation survey has been
undertaken during the year. Further
details on this are shown on page 63.
Corporate governance
The Committee’s terms of reference
are available on the Group’s website
(www.van-elle.co.uk). The terms of
reference were reviewed during the
year, with no changes to report.
Frank Nelson
Chair of the Nomination Committee
23 July 2024
Meeting attendance
DIRECTOR
Frank Nelson (Chair)
David Hurcomb
Charles St John
Mark Cutler*
Graeme Campbell*
Attended meetings
Not due to attend
* Attended by invitation.
67
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Remuneration Committee Report
DAVID HURCOMB
Chair of the REMUNERATION Committee
Activities during the year
Matters considered and
decisions reached by the
Committee during the year
included:
Reviewed and approved
Executive Director and
senior management
team salaries, including
inflationary pay increases
processed in January 2024
Reviewed and approved
payments to Executive
Directors and senior
management under the
FY2023 Annual Bonus Plan
Reviewed and approved
the parameters of the
FY2024 Annual Bonus Plan,
including performance
measures and targets for
the Executive Directors and
senior management team
Reviewed and approved
the outcome of the
performance conditions for
the LTIP grant in September
2020 which vested during
the year
Considered and approved
LTIP awards to the Executive
Directors
Dear Shareholder,
On behalf of the Remuneration
Committee, I am pleased to present the
Remuneration Committee report for the
current financial year.
Role and responsibilities
The Committee’s role is to recommend
to the Board a strategy and framework
for the remuneration of Executive
Directors and the senior management
team. The framework should be
designed to attract and retain leaders
who are appropriately incentivised to
deliver the Company’s strategic business
priorities, aligned with the interests of
shareholders and thus promote the
long-term success of the Company.
The Committee’s main
responsibilities are:
Establishing and maintaining
formal and transparent procedures
for developing the policy on
executive remuneration, fixing the
remuneration packages of individual
Directors, and monitoring and
reporting on them
Determining the remuneration of the
Executive Directors
Monitoring and making
recommendations in respect
of remuneration for senior
management who report directly to
the Chief Executive Officer
Approving the targets and level of
awards for any long-term incentive
arrangements
Approving the outcome of long-term
inventive awards
Determining the level of fees for the
Chair of the Board
Selecting and appointing external
advisers to the Committee
Membership and attendance
The Committee comprises all
independent Non-Executive Directors.
By invitation, the meetings of the
Committee may be attended by the
Chief Executive Officer and Chief
Financial Officer. The Chair of the
Committee acts as Chair for all matters
except where it is dealing with their own
remuneration. The Company Secretary
acts as the Secretary to the Committee.
The Committee plans to meet formally
at least twice a year and at such other
times as necessary. The Committee met
3 times during the year.
Annual bonus scheme outcomes
The Group delivered a significantly
improved financial performance in
FY2023, with revenue increasing by
19% to £148.7m and operating profit
increasing by £1.5m compared to
FY2022. This performance reflected an
upgrade on market consensus during
the year. The Committee approved the
payment of annual bonuses in line with
the scheme rules. Executive Director
bonuses were paid in October 2023.
In FY2024, performance declined as a
result of challenging market conditions
resulting in a decline in revenue of 6.2%
to £139.5m and a decline in underlying
operating profit of £0.3m to £5.5m. The
results present a resilient performance
in a very challenging year and are
in line with market consensus. The
Committee approved the payment of
annual bonuses in line with the scheme
rules, with all bonuses due to be paid in
August 2024.
Meeting attendance
DIRECTOR
David Hurcomb (Chair)
Frank Nelson
Charles St John
Mark Cutler*
Graeme Campbell*
Attended meetings
Not due to attend
* Attended by invitation.
68
Van Elle Holdings plc Annual report and accounts 2024
2024 salary review
The Group has been impacted by high wage inflation in recent
years with wage increases of approximately 9% applied in
FY2023 in response to high levels of inflation, the cost-of-living
challenges in the UK and increased demand for labour from
HS2. As inflation has reduced in the current year and the
demand for HS2 labour has reduced, average salary increases
have decreased with approximately 3% awarded during
the year.
All Executive and Non-Executive Directors were awarded
salary increases in line with all other employees at 3% on
1 January 2024.
Long-term incentives
The Group operates an LTIP, CSOP and SAYE scheme.
During the year the LTIP grant made in September 2020
vested. The scheme had a 3-year vesting period and targets
based 50% on total shareholder return and 50% on return on
capital employed in FY2023. Performance outcomes resulted
1,282,490 options vesting representing 52.3% of options under
award. Options are subject to a 2-year holding period. During
the year 121,942 options were exercised by award holders.
The outcome of performance conditions was verified by third
parties.
An issue of LTIP awards was made on 4 September 2023 to
Executive Directors. This grant of awards has targets based
50% on total shareholder return and 50% on return on capital
employed in FY2026 with a 3-year vesting period.
No award of options was made under the Group’s CSOP
scheme during the year and no vested options under previous
grant of CSOP awards were exercised during the year.
The current SAYE scheme commenced on 1 April 2023 and has
a 3-year vesting period. No further grant of options was made
under this scheme during the year.
The Group established the Van Elle Holding Plc Employee
Benefit Trust during the year, an off-shore trust established
for the purpose of purchasing shares to issue to employees
on exercise of vested share options. A total contribution of
£482,000 was made to the trust during the year and as at 30
April 2024 the trust had purchased 1,150,000 shares at a total
purchase cost of £418,000.
Remuneration report
As an AIM-listed entity, the Company is not required to fully
apply the Listing Rules of the Financial Conduct Authority
or the BIS Directors’ Remuneration Reporting Regulations
and hence is not required to present a Board report on
remuneration in accordance with those rules. Nevertheless,
the Board considers it appropriate for the Company to
provide shareholders with information in respect of executive
remuneration that follows the spirit of the Regulations and will
include some details of the Directors’ remuneration policy and
the annual report on remuneration, which together form the
Directors’ remuneration report.
David Hurcomb
Chair of the Remuneration Committee
23 July 2024
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Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Directors’ remuneration policy
Introduction
The Committee considers the remuneration policy annually
to ensure that it remains aligned with the business’ needs
and is appropriately positioned relative to the market. We use
target performance to estimate the total potential reward and
benchmark it against reward packages paid within the sector.
Principles adopted
The principles adopted, taken from the Association of British
Insurers (“ABI”), are as follows:
Remuneration structures should be appropriate to the
specific business, efficient and cost effective in delivery
Complexity is discouraged in favour of simple and
understandable remuneration structures
Remuneration structures should seek to align executive
and shareholder interests including through a meaningful
level of personal shareholding
Remuneration structures should promote long-term
focus through features such as deferral and measuring
performance over the long term
Structures should include performance adjustments
(malus) and/or clawback provisions
Pay should be aligned to long-term sustainable success and
the desired corporate culture throughout the organisation
The Remuneration Committee ensures that rewards
properly reflect business performance
Balancing short and long-term remuneration
Based on our view of current market practice and the
principles of our remuneration policy, we have established
the remuneration policy set out in this report. Fixed annual
elements, including salary, pension and benefits, are to
recognise the status of our executives and to ensure current
and future market competitiveness.
The short and long-term incentives are to motivate and
reward them for making Van Elle Holdings plc successful on
a sustainable basis. The shareholding linkage cements the
relationship between the Executive Directors’ personal returns
and those of Company investors. Long-term incentives, in
the form of conditional share awards, are granted annually
and Executive Directors are expected to retain vested shares
(after they have paid income tax and National Insurance
contributions in respect of the awards) until they have met
their shareholding requirement.
The Committee reserves discretion to flex the weighting
of annual bonus KPIs from year to year to ensure that the
Executive Directors are incentivised to drive performance
through the Company’s core strategic objectives.
Performance measures and targets
The performance measures used in the annual conditional
share awards include total shareholder return and return
on capital employed targets. The annual bonus scheme
performance measures are profit before tax, interim and
year-end cash and cash equivalents and performance against
personal objectives.
The Committee has selected these performance conditions
because they are central to the Company’s overall strategy and
are key metrics used by the Executive Directors to oversee
the operation of the business. The performance targets are
determined annually by the Committee following consultation
with the Audit and Risk Committee and are typically set at a
level that is above the level of the Company’s forecasts.
Differences in remuneration policy for all
employees
All employees of the Company are entitled to base salary,
benefits and a pension. An employee bonus scheme is
reviewed annually. The maximum opportunity available is
based on the seniority and responsibility of the role.
The Committee has regard to pay structures across the wider
Group when setting the remuneration policy for Executive
Directors. The Committee considers the general basic salary
increase for the broader workforce when determining the
annual salary review for the Executive Directors.
Overall, the remuneration policy for the Executive Directors is
more heavily weighted towards performance-related pay than
for other employees. The level of performance-related pay
varies within the Group by grade of employee and is calculated
by reference to the specific responsibilities of each role as
appropriate.
Statement of consideration of employment
conditions elsewhere in the Group
The Remuneration Committee invites the Chief Executive
Officer to present on the proposals for salary increases for
the employee population generally and on any other changes
to remuneration policy within the Company. The Committee
limits any salary increase for the Executive Directors to the
inflationary increase available to employees unless there has
been a change in role or alignment to market levels.
The Chief Executive Officer consults with the Committee on the
KPIs for Executive Directors’ bonuses and the extent to which
these should be cascaded to other employees. The Committee
approves the overall annual bonus cost to the Company each
year. The Committee has oversight over the grant of all LTIP,
CSOP and SAYE awards across the Company.
70
Van Elle Holdings plc Annual report and accounts 2024
Future policy table
The individual elements of the future remuneration policy are summarised below:
How the element supports
our strategic objectives
Operation of the element
Maximum potential value and
payment at threshold
Performance metrics used,
weighting and time period applicable
Base salary
To recognise status and
responsibility to deliver
strategy.
Base salary is paid in 12
equal monthly instalments
during the year.
Salaries are reviewed
annually, and any changes
are effective from 1 January
in the financial year.
Increases only for inflation
and in line with other
employees unless there
is a change in role or
responsibility, or alignment
required to market levels.
None.
Benefits
To provide benefits consistent
with the role.
The Company pays the cost
of providing the benefits
monthly, or as required,
for one-off events such as
receiving financial advice.
Cost of independent financial
advice, car allowance and
medical insurance and other
benefits from time to time.
None.
Annual bonus
To ensure a market
competitive package and
link total cash reward to
achievement of Company
business objectives.
Annual bonuses are paid
following sign off of the
financial statements for
the year-end to which they
relate.
A clawback facility will apply
under which part, or all of,
the cash and deferred bonus
can be recovered if there is a
restatement of the financial
accounts or the individual is
terminated for misconduct.
Maximum bonus potential:
100% of salary for the CEO
and 80% for the CFO.
Maximum bonus potential
for Senior Management is
between 30% and 50%.
There is no minimum
payment at threshold
performance.
Reported profit before tax and
interim and year end cash and
cash equivalents
Performance is measured over
the financial year.
The Committee has discretion
to vary the weighting of these
metrics over the life of this
remuneration policy.
Pension
To provide funding for
retirement.
Defined contribution
scheme.
Monthly contributions.
3–10% of salary.
None.
Long-term Incentive Plan (“LTIP”)
To augment shareholder
alignment by providing
Executive Directors with
longer-term interests in
shares.
Annual grants of conditional
share awards based on the
achievement of return on
capital employed and total
shareholder return targets.
A clawback facility is in
operation under which parts,
or the whole of, the LTIP
award can be recovered if
there is a restatement of the
financial statements or the
individual is dismissed for
cause.
To augment shareholder
alignment by providing
Executive Directors with
longer-term interests in
shares.
Maximum grant permitted is
100% of salary.
Grant size is determined by
reference to achievement
of set targets (50% based
on TSR and 50% based on
ROCE).
Vesting is dependent on
service and performance
conditions.
25% vests at threshold
performance.
Service and performance
conditions must be met over a
3-year period.
Example – 2023 LTIP plan:
TSR
25% vesting if TSR ranked at
median within comparator
group.
100% vesting if TSR ranked in
upper quartile.
ROCE:
25% vesting if ROCE in FY2026
exceeds 15%.
50% vesting if ROCE in FY2026
exceeds 17.5%.
100% vesting if ROCE in
FY2026 exceeds 20%.
The Committee has discretion
to vary the weighting of
performance metrics over the
life of this remuneration policy.
71
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Directors’ remuneration policy continued
Approach to recruitment remuneration
The Committee will aim to set a new Executive Directors’
remuneration package in line with the remuneration policy
approved by shareholders.
In arriving at a total package and in considering value for
each element of the package, the Committee will consider the
skills and experience of a candidate and the market value for
a candidate of that experience, as well as the importance of
securing the preferred candidate.
Where it is necessary to “buy out” an individual’s awards from
a previous employer, the Committee will seek to match the
expected value of the awards by granting awards that vest
over a time frame like those given up, with a commensurate
reduction in quantum where the new awards will be subject to
performance conditions that are not as stretching as those on
the awards given up.
Policy on Directors leaving the Group
The Committee must satisfy any contractual obligations
agreed with the Executive Director. This is dependent on the
contractual obligations not being in contradiction with the
remuneration policy set out in this report.
If an Executive Director’s employment is terminated, in the
absence of a breach of service agreement by the Director,
the Company may, although it is not obliged to, terminate the
Director’s employment immediately by payment of an amount
equal to base salary and the specified benefits (including
pension scheme contributions) in lieu of the whole or the
remaining part of the notice period. Payments in lieu of notice
may be paid in monthly instalments over the length of the
notice period. The Executive Directors are obliged to seek
alternative income during the notice period and to notify the
Company of any income so received. The Company would then
reduce the monthly instalments to reflect such alternative
income.
Discretionary bonus payments will not form part of any
payments made in lieu of notice. An annual bonus may be
payable, at the Committee’s discretion, with respect to the
period of the financial year served, although it would be paid
in cash and normally pro rata for time and paid at the normal
payment date.
Any share-based entitlements granted to an Executive Director
under the Company’s share plans will be determined based on
relevant plan rules.
The default treatment under the LTIP is that any outstanding
awards lapse when the individual leaves the Group. However,
in certain prescribed circumstances, such as death, ill health,
injury or disability, transfer of the employing entity outside of
the Group or in other circumstances at the discretion of the
Committee (except where the Director is summarily dismissed),
“good leaver” status may be applied.
For good leavers, awards will normally vest to the extent that
the Committee determines, taking into account the satisfaction
of the relevant performance conditions and, unless the
Committee determines otherwise, the period that has elapsed
between the grant and the date of leaving. Awards will normally
vest at the original vesting date, unless the Committee decides
that awards should vest at the time of leaving.
Service agreements and letters of appointment
Each of the Executive Directors’ service agreements is for a
rolling term and may be terminated by the Company or the
Executive Director by giving not less than 6 months’ prior
written notice.
The Chair and each of the Non-Executive Directors of the
Company do not have service contracts. Each of these
Directors has a letter of appointment that has an initial 3-year
term, which is renewable and is terminable by the Company or
the individual on 3 months’ written notice.
Non-Executive Directors are not eligible to participate in cash
or share incentive arrangements and their service does not
qualify them for a pension or other benefits. No element of
their fee is performance related.
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Van Elle Holdings plc Annual report and accounts 2024
Director date of service contract/letter of appointment
Executive Directors
Non-Executive Directors
Mark Cutler – 13 August 2018
Graeme Campbell – 23 September 2019
David Hurcomb – 1 November 2017
Charles St John – 24 February 2020
Frank Nelson – 20 May 2020
Non-Executives Directors’ fees policy
How the element supports our strategic
objectives
Operation of the element
Consideration of shareholder views
To attract Non-Executive Directors who
have a broad range of experience and
skills to oversee the implementation of
our strategy.
Non-Executive Directors’ fees are set by
the Board. The Chair’s fees are set by
the Committee.
Annual fees are paid in 12 equal
monthly instalments during the year.
Fees are regularly reviewed against
those for Non-Executive Directors
in companies of similar scale and
complexity.
Non-Executive Directors are not
eligible to receive benefits and do not
participate in incentive or pension plans.
Current fee levels are shown in the
annual report.
Non-Executive Directors are not eligible
to participate in any performance-
related arrangements.
We take an active interest in
shareholder views on our executive
remuneration policy. The Committee
is also committed to maintaining
an ongoing dialogue with major
shareholders and shareholder
representative bodies whenever
material changes are under
consideration.
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Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
Annual report on remuneration
Single total figure of remuneration
The table below sets out the total remuneration for the Directors in the year ended 30 April 2024, with comparative figures for the
year ended 30 April 2023.
Salary/fees
£’000
Benefits
£’000
LTIP
£’000
Pension
£’000
Bonus
£’000
2024
Total
£’000
2023
Total
£’000
Executive Directors
Mark Cutler
320
48
130
–
85
583
519
Graeme Campbell
182
13
75
9
38
317
271
Non-Executive Directors
Charles St John
50
–
–
–
–
50
48
David Hurcomb
50
–
–
–
–
50
48
Frank Nelson
104
–
–
–
–
104
101
Aggregate emoluments
706
61
205
9
123
1,104
987
Benefits comprise the provision of car allowance, payment in lieu of pension and private medical insurance, valued at the taxable
value.
The LTIP relates to the value of long-term awards whose performance period ends in the year under review.
Bonus payments reflect outcomes for 2024 (detailed below) as approved by the Remuneration Committee. Bonus payments are
made after the publication of the FY2024 annual report.
Annual bonus plan
Bonuses are earned by reference to the financial year and paid in August following the end of the financial year. The 2024 annual
bonus was based 80% on the achievement of stretching profitability and cash targets and 20% on individual objectives aligned
to the delivery of key strategic and operational priorities. The targets and estimated bonus outcomes for 2024 for each Executive
Director are set out below.
2024 measurement ranges and outcome
Bonus as % of salary
Threshold
Target
Maximum
Performance
outcome
Mark Cutler
Graeme Campbell
Measures
0%
30%
100%
Maximum
Outcome
Maximum
Outcome
Underlying profit before tax
4,750
5,300
6,500
£5.2m
80%
15%
64%
12%
Year-end cash and cash
equivalents
5,600
5,600
5,600
£6.0m
Total Group measures
80%
15%
64%
12%
Individual objectives
20%
12%
16%
10%
Total bonus
100%
27%
80%
22%
Base salary*
317,200
180,180
Bonus based on
performance outcomes
84,710
38,494
* Base salary is the base salary as at 30 April 2023.
Aggregate Directors’ emoluments
2024
£’000
2023
£’000
Salaries
706
682
Taxable benefits
61
59
Pension allowances
9
9
LTIP
205
–
Bonus
123
237
Subtotal
1,104
987
Employer’s NI
258
144
Total
1,362
1,131
Payments for loss of office
There were no payments for loss of office in the year.
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Van Elle Holdings plc Annual report and accounts 2024
Payments to past Directors
There were no payments to past Directors in the year.
Share awards granted during the year
During the year, the Executive Directors were granted a conditional share award on 4 September 2023, details of which are
shown below:
Director
Scheme
Basis of award
Face value
£’000
% vesting at
threshold
Number of
shares
Vesting date
Mark Cutler
LTIP
100% of salary
330
25
733,084
04/09/2026
Graeme Campbell
LTIP
100% of salary
187
25
416,415
04/09/2026
The face value of the awards is calculated using the share price at the date of grant of £0.450 per share. The performance
conditions in respect of the awards granted in the year ended 30 April 2024 are shown below:
Performance measure
Weighting
Target 25% vesting
Maximum 100% vesting
Total shareholder return ranking1
50%
Median, ranked 7th or higher
Upper quartile, ranked 4th or higher
Return on capital employed in FY2026
50%
15%
20%
1 Measured against a comparator group of 12 companies (i.e. 13 including Van Elle Holdings plc).
No conditional share awards were granted during the previous financial year.
Statement of Directors’ shareholdings and share interests
We believe that Executive Directors should have shareholdings in the Company to ensure that they are as closely aligned as
possible with shareholder interests. Those Directors serving at the end of the year and their immediate families had interests in
the share capital of the Company at 30 April 2024 as follows:
Ordinary
shares held
at
30 April 2024
Options held
at
30 April 2024
Executive Directors
Mark Cutler
952,767
2,168,082
Graeme Campbell
50,000
2,168,082
Non-Executive Directors
Charles St John
100,000
–
David Hurcomb
65,000
–
Frank Nelson
140,000
–
Statement of implementation of remuneration policy – year to 30 April 2024
The fees for the financial year for Non-Executive Directors David Hurcomb, Charles St John and Frank Nelson are £50,000, £50,000
and £104,000, respectively.
Approval
The Directors’ remuneration policy and the annual report on remuneration, together comprising the Directors’ remuneration
report, were approved by the Board of Directors on 23 July 2024 and signed on its behalf by the Remuneration Committee Chair.
David Hurcomb
Chair of the Remuneration Committee
23 July 2024
75
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
DIRECTORS’ Report
Introduction
The Directors present their annual report and the Group
audited financial statements for the year ended 30 April 2024.
The strategic report on pages 01 to 57, the corporate
governance report on pages 60 to 63 and certain notes to
the financial statements are also incorporated into this report
by reference.
Business review and future developments
A review of the performance of the Group during the year,
including principal risks and uncertainties, key performance
indicators and comments on future developments, is given in
the strategic report on pages 01 to 57.
Results and dividend
The Group’s result for the year is shown in the consolidated
statement of comprehensive income on page 86.
An interim dividend of 0.4p per share was paid to shareholders
on 15 March 2024. The Board is recommending a final
dividend of 0.8p for the year ended 30 April 2024. If approved
at the Annual General Meeting on 26 September 2024, the
final dividend is payable on 18 October 2024 to shareholders
registered on 4 October 2024. The shares will be marked
ex-dividend on 3 October 2024.
Financial risk management
Information relating to the principal risks and uncertainties
of the Group has been included within the strategic report.
Further information relating to the financial risks of the Group
has been included within note 25 of the consolidated financial
statements.
Directors
The Directors of the Company who held office during the
year are:
M. Cutler
D. Hurcomb
G. Campbell
C. St John
F. Nelson
The biographies of the Directors are detailed on pages 58 and
59. Their interests in the ordinary shares of the Company are
shown in the Directors’ remuneration report on pages 70 to
73. In addition to the interests in ordinary shares, the Group
operates a performance share plan (“LTIP”) for senior executives,
under which certain Directors have been granted conditional
share awards. Details of the share options granted are detailed
in the Directors’ remuneration report on pages 70 to 73.
Directors may be appointed by ordinary resolution of the
Company or by the Board. In addition to any powers of
removal conferred by the Companies Act 2006, the Company
may, by special resolution, remove any Director before the
expiration of their period of office.
Directors’ indemnities
The Articles of Association of the Company permit it to
indemnify the Directors of the Company against liabilities
arising from the execution of their duties or powers to the
extent permitted by law.
The Company has directors’ and officers’ indemnity insurance
in place in respect of each of the Directors. The Company has
entered into a qualifying third-party indemnity (the terms of
which are in accordance with the Companies Act 2006) with
each of the Directors. Neither the indemnity, nor insurance,
provide cover if a Director or officer is proved to have acted
fraudulently.
Employees
The Group systematically provides employees with information
on matters of concern to them, consulting them or their
representatives regularly, so that their views can be considered
when making decisions that are likely to affect their interest.
Employee involvement in the Group is encouraged, as
achieving a common awareness on the part of all employees of
the financial and economic factors affecting the Group plays a
major role in its performance.
The Group recognises its responsibility to employ disabled
persons in suitable employment and gives full and fair
consideration to such persons, including any employee who
becomes disabled, having regard to their aptitudes and
abilities. Where practicable, disabled employees are treated
equally with all other employees in respect of their eligibility for
training, career development and promotion.
Further details regarding employees are detailed in the
sustainable responsible business section on pages 37 and 38.
Share capital
The Company has only 1 class of equity share, namely 2p
ordinary shares. The shares have equal voting rights and there
are no special rights or restrictions attaching to any of them or
their transfer to other persons.
During the year, 74,283 ordinary shares were issued on
exercise of employee share options. As at 30 April 2024, the
issued share capital of the Company was 106,740,983 ordinary
shares of 2p each. Details of the share capital as at 30 April
2024 are shown in note 29 of the consolidated financial
statements.
The market price of the Company’s shares at the end of the
financial year was £0.330 and the range of market prices
during the year was between £0.330 and £0.445.
Prior period restatement
As detailed in note 37 of the consolidated financial statements,
the 2023 consolidated statement of financial position and
consolidated statement of cash flow has been restated. In
the consolidated statement of financial position loans and
borrowings of £1,158,000 are restated having previously been
classified as lease liabilities and owned property, plant and
equipment of £1,552,000 is restated having previously been
classified as right-of-use assets. In the consolidated statement
of cash flows, £1,544,000 of proceeds from borrowings has
been reclassified from proceeds from hire purchase assets and
£386,000 of repayment of borrowings has been reclassified
from principal paid on lease liabilities.
There is no impact of the above on the opening balance sheet
as at 1 May 2022. There is no impact on the Group income
statement in the year ended 30 April 2023 and there is no
impact on the Group’s net assets as at 30 April 2023.
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Van Elle Holdings plc Annual report and accounts 2024
Research and development
The Group has in-house design and development facilities and
continually develops and implements innovative geotechnical
equipment, services, and bespoke products to improve
accuracy, quality, and sustainable credentials of projects across
numerous industries. The Group pioneers new techniques and
develops leading-edge technical and cost-effective solutions,
whilst successfully mitigating the inherent uncertainties
encountered in the complex ground conditions found
across the UK. The costs associated with these research and
development activities forms the basis of the Group’s annual
research and development expenditure credit claim.
Substantial shareholdings
As at the date of this report, the Company had been notified of
the following interests representing 3% or more of the voting
rights in the issued share capital of the Company.
Name of holder
Total
holding
of shares
% of total
voting
rights
Otus Capital Management
19,533,465
18.30
Ruffer LLP
19,341,332
18.12
Premier Miton Investors
7,514,513
7.04
NR Holdings
6,009,476
5.63
Harwood Capital
5,998,802
5.62
Close Brothers Assets
Management
5,593,189
5.24
Janus Henderson Investors
4,226,904
3.96
Corporate governance
The Group’s statement on corporate governance is incorporated
by reference and forms part of this Directors’ report.
Going concern
The statement regarding going concern is set out in note 2 to
the consolidated financial statements on page 90.
Disclosure of information to the auditor
Each Director confirms that, so far as they are aware, there is
no relevant audit information of which the Group’s auditor is
unaware, and that each Director has taken all the steps that
they ought to have taken as a Director to make themselves
aware of any relevant audit information, and to establish that
the Group’s auditor is aware of that information.
Independent auditor
BDO LLP has expressed its willingness to continue in office,
and a resolution to reappoint it will be proposed at the
forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on its
behalf by:
Graeme Campbell
Company Secretary
23 July 2024
Registered office: Summit Close,
Kirkby-in-Ashfield, Nottinghamshire
NG17 8GJ
Company number: 04720018
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual
report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law,
the Directors have elected to prepare the Group and
Company financial statements in accordance with
International Accounting Standards in conformity with
the requirements of the Companies Act 2006. Under
company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and of the
profit or loss of the Group for that period. The Directors
are also required to prepare financial statements in
accordance with the rules of the London Stock Exchange
for companies trading securities on AIM.
In preparing these financial statements, the Directors are
required to:
Select suitable accounting policies and then apply
them consistently
Make judgements and accounting estimates that are
reasonable and prudent
State whether they have been prepared in accordance
with International Accounting Standards in conformity
with the requirements of the Companies Act 2006,
and subject to any material departures disclosed and
explained in the financial statements
Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring the annual
report and the financial statements are made available on
the Company’s website. Financial statements are published
on the Company’s website in accordance with legislation
in the UK, governing the preparation and dissemination
of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the Directors.
The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Approved by the Board of Directors and signed on its
behalf by:
Graeme Campbell
Company Secretary
23 July 2024
77
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
INDEPENDENT AUDITOR’S REPORT
To the members of Van Elle Holdings plc
Opinion on the financial statements
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
30 April 2024 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international accounting
standards;
the Parent Company financial statements have been properly prepared in accordance with UK adopted international
accounting standards, and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Van Elle Holdings Plc (“the Parent Company”) and its subsidiaries (“the Group”)
for the year ended 30 April 2024 which comprise the consolidated statement of comprehensive income, the consolidated
statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity, the
Parent Company statement of financial position, the Parent Company statement of changes in equity and notes to the financial
statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law UK adopted international accounting standards, and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.31 July 2025. This included challenging the key estimates and
judgements. In doing so, we specifically considered the principal trading and cash flow assumptions, and challenged the
Directors on revenue forecasts, margins, and the levels of capital expenditure required to support the forecast levels of activity
and corroborated these to post year end trading results, order book and the pipeline of potential future orders. We also
challenged judgements taken on legal cash cashflows and earnout payment calculations.
We assessed the sensitivities undertaken against the level of available cash and contracted funding facilities.
We considered the results of the reverse stress test undertaken by the Directors and assessed the reasonableness of the
Directors’ assessment that the scenario that could result in the Group facing a cash shortfall was remote in light of the historic
trading results.
We also reviewed the disclosures in notes to the financial statements to ensure that they are in accordance with relevant
requirements and provided meaningful and transparent information for the users of the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group or Parent Company’s ability to continue as a going concern for
a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
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Van Elle Holdings plc Annual report and accounts 2024
Overview
Coverage
100% (2023: 100%) of Group profit before tax
100% (2023: 100%) of Group revenue
100% (2023: 100%) of Group total assets
Key audit matters
2024
2023
Recognition of revenue and attributable profits (or losses) on contracts.
Materiality
Group financial statements as a whole
£240,000 based on 5% profit before tax (2023: £265,000 based on 5% of profit before tax)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
The Group manages its central operations from the head office in Kirkby-in-Ashfield to support its subsidiaries day to
day operations with regional offices at various locations throughout the UK and one in Canada. As at 30 April 2024, the
Group consisted of the Parent Company, two trading subsidiaries in the UK, one trading subsidiary in Canada and three
dormant subsidiaries.
The two UK trading subsidiaries, Van Elle Limited and Rock & Alluvium Limited, are considered to be significant components of the
Group. The Group engagement team carried out a full scope audit on these significant components. Our audit work on the trading
components were executed at a level of materiality applicable to the individual entities, which was lower than Group materiality.
The Group engagement team have also undertaken a full scope audit on the Parent Company.
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Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
INDEPENDENT AUDITOR’S REPORT continued
To the members of Van Elle Holdings plc
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the key audit
matter
Recognition of revenue
and attributable
profit (or losses) on
contracts:
The Group’s accounting
policy is described in
note 3.
Refer note 6 to the
financial statements.
Revenue is recognised on the stage
of completion of individual contracts.
Attributable profit (or loss) is calculated
after deducting the costs incurred to
date. If the contract is expected to be
loss making based on forecast costs
and contract revenues, forecast losses
are recognised immediately as an
expense.
The extent of revenue and profit (or
loss) to recognise on a particular
partially completed contract represents
an area of significant judgement within
the financial statements, which involves
an assessment of both current and
future contract performance.
The potential outcomes for contracts
can have an individual or collectively
material impact on the financial
statements, whether through error or
management bias and as such this was
considered a significant audit risk.
We tested the operating effectiveness of controls in
the year surrounding the contract tender process,
verification of sample of works performed by
third party confirmation and senior management
consideration of adjustments to the financial
statements regarding variable consideration and works
performed not yet certified.
We obtained a breakdown of contracts making up
revenue in the year which we reconciled to the
revenue reported per financial statements.
We selected a sample of contracts from the
breakdown and obtained a copy of the contract
documentation and undertook the following work to
substantiate the recognition of revenue from a review
of the performance obligations as follows:
We assessed the position adopted by management
at the year-end as compared to quantity surveyor
applications or other external evidence such as
customers’ certification of work done.
We held meetings with contract managers and
enquired on current progress on open contracts
and final account negotiations on completed
contracts substantiating explanations to
supporting correspondence.
For all the contracts which met our risk criteria and
presented a potential risk to revenue recognition,
we reviewed individual contract assets and trade
receivables pertaining to those revenue samples which
we considered presented the greatest risk of exposure
to recoverability either by size or by age.
For each material trade receivable or contract asset
that had not been tested as part of our contract
selection described above, we reviewed post year
end correspondence and substantiated to customer
certificates and invoices.
Where contract assets had not been supported
by external certifications we reviewed all other
correspondence including support from applications
for payment and final account settlements and
challenged management’s judgement in respect of the
recoverability of the amounts recoverable on contracts
with reference to our own assessments.
Key observations:
We consider the judgements taken by management
in relation to revenue recognition on contracts to be
acceptable.
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Van Elle Holdings plc Annual report and accounts 2024
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements
Parent company financial
statements
2024
2023
2024
2023
Materiality
£240,000
£265,000
£150,000
£140,000
Basis for determining
materiality
5% of profit before tax
5% of profit before tax
2% of total
assets
2% of total
assets
Rationale for the
benchmark applied
Earnings is a key measure
of performance of the
group and influence of
shareholder assessment.
Earnings is a key measure of
performance of the group
and influence of shareholder
assessment.
Total assets is considered
an appropriate benchmark
as the main purpose of
the Parent Company is to
hold the investments in
subsidiaries.
Performance materiality
£156,000
£172,000
£98,000
£91,000
Basis for determining
performance materiality
65% of materiality which is considered appropriate to mitigate potential aggregation risk
across the various financial statement areas.
Rationale for the percentage
applied for performance
materiality
In setting the level of performance materiality we considered a number of factors including
the expected total value of known and likely misstatements alongside management’s
approach to adjusting for misstatements with a material impact on the financial
statements.
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Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
INDEPENDENT AUDITOR’S REPORT continued
To the members of Van Elle Holdings plc
Component materiality
Materiality applied to the two significant trading components of the Group was calculated based on 95% of Group materiality
(2023 – 95% of Group Materiality) refer table below. In the audit of these components, we further applied performance materiality
levels of 65% (2023 – 65%) of the component materiality to our testing to ensure that the risk of errors exceeding component
materiality was appropriately mitigated.
Van Elle Limited
Rock & Alluvium
2024
2023
2024
2023
Materiality
£228,000
£250,000
£132,000
£388,000
Basis for determining
materiality
5% of profit before
tax
5% of profit
before tax
1% of total
revenue
2.5% of total revenue
Rationale for the
benchmark applied
Earnings is a
key measure of
performance
of the group
and influence
of shareholder
assessment.
Earnings is a
key measure of
performance of the
group and influence
of shareholder
assessment.
Revenue has
been used as the
benchmark as
the entity is loss
making and this
is the first-year
audit of BDO
Birmingham, so
audit team have
used the lower
threshold.
Revenue has
been used as the
benchmark by the
predecessor auditor.
Performance materiality
£148,000
£163,000
£86,000
£252,000
Basis for determining
performance materiality
65% of materiality which is considered appropriate to mitigate potential aggregation risk
across the various financial statement areas.
Rationale for the percentage
applied for performance
materiality
In setting the level of performance materiality we considered a number of factors including
the expected total value of known and likely misstatements alongside management’s
approach to adjusting for misstatements with a material impact on the financial
statements.
Reporting threshold
£6,840
£7,500
£4,000
£8,000
Basis for determining
performance materiality
We agreed with the Audit Committee that we would report to them all individual audit
differences more than above threshold. We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Strategic
Report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Van Elle Holdings plc Annual report and accounts 2024
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the Directors’ report.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ Report, the Directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
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Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
INDEPENDENT AUDITOR’S REPORT continued
To the members of Van Elle Holdings plc
Non-compliance with laws and regulations
Based on:
We obtained an understanding of the legal and regulatory frameworks applicable to the Group based on our understanding of
the Group and sector experience and discussions with management. The most significant laws and regulations for the Group
were considered to be the Companies Act 2006, corporate taxes and VAT, employment tax legislation and the Health and
Safety at Work Act.
We enquired of those charged with governance, directors and management and obtained and reviewed supporting
documentation, concerning the Company’s policies and procedures relating to:
–
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
–
detecting and responding to the risks of fraud and whether they had knowledge of any actual, suspected or alleged
fraud; and
–
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
We evaluated the directors and management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to manipulate financial results and management bias in accounting estimates including taking
fraudulent judgements on revenue contracts open at year end.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such
laws and regulations to be the health and safety legislation at Work Act.
Our procedures in respect of the above included:
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and
regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Involvement of tax specialists in the audit; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group’s policies and procedures relating to:
–
Detecting and responding to the risks of fraud; and
–
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud.
Based on our risk assessment, we considered the area most susceptible to fraud to be management override including the
posting of inappropriate journals to manipulate financial results and management bias in accounting estimates.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year which met a defined risk criteria, by agreeing them to supporting
documentation to check they were correctly recorded and supported by appropriate evidence;
Challenging and assessing the appropriateness of the significant estimate and judgment made by management for evidence
bias, having regard to the supporting evidence and historical outcomes; and
Testing any significant transactions that appeared to be the outside the normal course of business for evidence of bias.
84
Van Elle Holdings plc Annual report and accounts 2024
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Greg Watts (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Birmingham, UK
23 July 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
85
Van Elle Holdings plc Annual report and accounts 2024
Corporate governance
2024
2023
Underlying
£’000
Non-
Underlying
Items
£’000
Statutory
£’000
Underlying
£’000
Non-
Underlying
Items
£’000
Statutory
£’000
Note
Revenue
5
139,479
–
139,479
148,734
–
148,734
Cost of sales
(97,545)
–
(97,545)
(108,646)
–
(108,646)
Gross profit
41,934
–
41,934
40,088
–
40,088
Administrative expenses
(38,984)
–
(38,984)
(35,166)
–
(35,166)
Credit loss impairment credit/(charge)
19
157
–
157
(45)
–
(45)
Acquisition costs
8
–
(228)
(228)
–
–
–
Legal costs
8
–
(250)
(250)
–
–
–
Restructuring costs
8
–
(83)
(83)
–
–
–
Deferred consideration
8
–
–
–
–
427
427
Warranty costs
8
–
–
–
–
(350)
(350)
Other operating income
7
2,365
894
3,259
904
–
904
Operating profit
9
5,472
333
5,805
5,781
77
5,858
Finance expense
11
(429)
–
(429)
(487)
–
(487)
Finance income
11
102
149
251
–
–
–
Profit before tax
5,145
482
5,627
5,294
77
5,371
Income tax expense
12
(1,433)
20
(1,413)
(605)
(88)
(693)
Profit after tax
3,712
502
4,214
4,689
(11)
4,678
Earnings per share (pence)
Basic
14
3.5
3.9
4.4
4.4
Diluted
14
3.4
3.9
4.4
4.4
Other comprehensive income
2024
£’000
2023
£’000
Items that may or may not be reclassified subsequently to profit or loss:
Exchange differences on translation of operations
(39)
–
Total other comprehensive loss for the year, net of tax
(39)
–
Total comprehensive income for the year attributable to shareholders of the parent
4,175
4,678
All amounts relate to continuing operations. The notes on pages 90 to 119 form part of these financial statements.
86
Van Elle Holdings plc Annual report and accounts 2024
Consolidated statement of income and
other comprehensive income
For the year ended 30 April 2024
Note
2024
£’000
2023
Restated
£’000
Non-current assets
Property, plant and equipment
15
44,020
41,917
Investment property
16
–
–
Intangible assets
17
4,432
3,713
Deferred Tax
28
389
–
48,841
45,630
Current assets
Inventories
18
5,753
4,971
Trade and other receivables
19
38,268
35,544
Cash and cash equivalents
6,002
8,885
50,023
49,400
Total assets
98,864
95,030
Current liabilities
Trade and other payables
20
22,569
23,245
Loans and borrowing
21
–
772
Lease liabilities
22
2,040
1,567
Deferred consideration
23
2,120
790
Provisions
26
8,064
8,143
34,793
34,517
Non-current liabilities
Loans and borrowing
21
–
386
Lease liabilities
22
5,606
5,793
Deferred tax
28
5,731
4,303
11,338
10,482
Total liabilities
46,130
44,999
Net assets
52,734
50,031
Equity
Share capital
29
2,135
2,133
Share premium
29
8,633
8,633
Other reserve
5,807
5,807
Retained earnings
36,159
33,458
Total equity
52,734
50,031
Refer to note 37 for details of the prior period restatement.
The financial statements were approved and authorised for issue by the Board of Directors on 23 July 2024 and were signed on its
behalf by:
Graeme Campbell
Chief Financial Officer
The notes on pages 90 to 119 form part of these financial statements.
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Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
Consolidated statement of financial position
As at 30 April 2024
Note
2024
£’000
2023
Restated
£’000
Cash flows from operating activities
Operating profit
9
5,805
5,858
Depreciation of property, plant and equipment
15
7,506
5,984
Amortisation of intangible assets
17
149
134
Depreciation of investment property
16
–
9
Profit on disposal of property, plant and equipment
(404)
(310)
Share-based payment expense
30
230
171
Operating cash flows before movement in working capital
13,286
11,846
Increase in inventories
(743)
(1,200)
Increase in trade and other receivables
(1,317)
(1,434)
Decrease in trade and other payables
(2,439)
344
Decrease in provisions
(79)
405
Cash generated from operations
8,708
9,961
Income tax received
–
323
Net cash generated from operating activities
8,708
10,284
Cash flows from investing activities
Purchases of property, plant and equipment
15
(5,500)
(6,167)
Proceeds from disposal of property, plant and equipment
1,877
615
Acquisition of subsidiary, net of cash acquired
23
(2,540)
(50)
Purchase of own shares into EBT
(420)
–
Net cash absorbed in investing activities
(6,583)
(5,602)
Cash flows from financing activities
Proceeds from issue of shares
29
2
–
Proceeds from new borrowings
–
4,544
Repayment of borrowings
(1,158)
(3,386)
Principal paid on lease liabilities
22
(2,394)
(2,008)
Interest paid on lease liabilities
(335)
(388)
Interest payable on borrowings
(93)
(53)
Interest receivable
250
Dividends paid
13
(1,280)
(1,493)
Net cash absorbed in financing activities
(5,008)
(2,784)
Net increase/(decrease) in cash and cash equivalents
(2,883)
1,898
Cash and cash equivalents at beginning of year
8,885
6,987
Cash and cash equivalents at end of year
6,002
8,885
Refer to note 37 for details of the prior period restatement.
The notes on pages 90 to 119 form part of these financial statements.
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Van Elle Holdings plc Annual report and accounts 2024
Consolidated statement of cash flows
For the year ended 30 April 2024
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
At 1 May 2022
2,133
8,633
5,807
30,038
46,611
Total comprehensive income
–
–
–
4,678
4,678
Dividends paid
–
–
–
(1,493)
(1,493)
Share-based payments
–
–
–
171
171
Deferred tax credit on share-based payments
–
–
–
64
64
Total changes in equity
–
–
–
3,420
3,420
At 30 April 2023
2,133
8,633
5,807
33,458
50,031
Total comprehensive income
–
–
–
4,175
4,175
Issue of share capital
2
–
–
–
2
Purchase of own shares into EBT
–
–
–
(420)
(420)
Dividends paid
–
–
–
(1,280)
(1,280)
Share-based payments
–
–
–
226
226
Total changes in equity
2
–
–
2,701
2,703
At 30 April 2024
2,135
8,633
5,807
36,159
52,734
The notes on pages 90 to 119 form part of these financial statements.
89
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
Consolidated statement of changes in equity
For the year ended 30 April 2024
1. General information
The consolidated financial statements present the results of Van Elle Holdings plc (the “Company”) and its subsidiaries (collectively
referred to as the “Group”) for the year ended 30 April 2024. A list of subsidiaries and their countries of incorporation is presented
in note 6 of the parent company financial statements on page 124.
Van Elle Holdings plc is a public limited company incorporated and domiciled in the UK under the Companies Act 2006 and limited
by shares. The principal activity of the Group is a geotechnical contractor offering a wide range of ground engineering techniques
and services including site investigation; driven, bored, drilled and augered piling; and ground stabilisation services. The Group
also develops, manufactures and installs precast concrete products for use in specialist foundation applications. Further
information on the nature of the Group’s operations and principal activities is set out in the strategic report on pages 01 to 57.
The address of the Company’s registered office is Van Elle Holdings plc, Southwell Lane Industrial Estate, Summit Close,
Kirkby-in-Ashfield, Nottinghamshire NG17 8GJ. The Company has its primary listing on AIM, part of the London Stock Exchange.
The Group’s financial statements were authorised for issue by the Board of Directors on 23 July 2024.
2. Basis of preparation
Basis of accounting
The Group financial statements have been prepared in accordance with UK-adopted International Accounting Standards (“IAS”) in
conformity with the requirements of the Companies Act 2006. The Group financial statements have been prepared on the going
concern basis and adopting the historical cost convention.
The preparation of financial statements in compliance with adopted IAS requires the use of certain critical accounting estimates,
which are outlined in the critical accounting estimates and judgements section disclosed in note 4.
The consolidated financial statements are presented in Sterling, which is also the Group’s functional currency. Amounts are
rounded to the nearest thousand, unless otherwise stated.
Going concern
In determining whether the Group and Company annual consolidated financial statements can be prepared on a going concern
basis, the Board considered all factors likely to affect its future performance and financial position, including cash flows, liquidity
position, borrowing facilities and the risks and uncertainties relating to its business activities.
The following factors were considered as relevant:
profitable trading performance in the preceding 2 years and a positive outlook in the Group’s markets over the medium to
long term;
net funds position of the Group;
order book, framework agreements and the pipeline of potential future orders;
available borrowing facilities; and
the extent of liabilities from ongoing claims and associated insurance cover.
Net funds, excluding IFRS 16 Property and Vehicle Lease Liabilities is £5.5m at 30 April 2024 (30 April 2023: £7.5m). The
Group’s remaining debt finance is £0.5m as at 30 April 2024 and relates to 3 hire purchase agreements, 2 of which are from
the acquisition of Rock & Alluvium during the year. The latest date of expiry of these remaining hire purchase agreements is
October 2025. In July 2023, the Group repaid 2 variable rate hire purchase agreements early, reducing outstanding debt finance
by £1.0m.
In September 2023, the Group’s £11m asset-backed lending facility, which is secured against the Group’s receivables and
certain tangible assets was extended for a further 2 years and now expires in September 2026. There are no financial covenants
associated with the funding facility. There are operational covenants associated with the facilities, including debtor concentration,
dilution and debt turn. Breach of operational covenants impacts the level of availability under the facility rather than representing
an instance of default. The Directors are confident that the Company will continue to operate within the operational covenants.
The facilities were not drawn during the financial year and remain undrawn to date.
A detailed forecast has been prepared for the period to 31 December 2025. The forecast reflects an assessment of expected
performance in each of the Group’s markets, including a continuation of the challenging market conditions seen in 2023, into the
short term. The forecast also considers the expected impacts from further cost inflation. The forecast shows a healthy cash flow
and liquidity headroom across the period to December 2025.
Reverse stress testing has been carried out and the Board is satisfied that the scenarios in which the level of trading is such that
the Group experiences a cash outflow of such a level that further debt facilities would be required are remote.
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Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements
For the year ended 30 April 2024
2. Basis of preparation continued
Based on the above, the Directors conclude that the Group and Company are able to operate within the level of their current
financial resources for a period of at least 12 months from the date of approving the financial statements and, therefore, the
financial statements have been prepared on a going concern basis.
Adoption of new and revised standards
New standards, interpretations and amendments effective from 1 May 2023
During the year, the Group has adopted the following new and revised Standards and Interpretations. Their adoption has not had
any significant impact on the accounts or disclosures in these financial statements:
IFRS 17 Insurance contracts including amendments to IFRS 17 (issued on 25 June 2020)
Amendments to IAS 8 - Definition of Accounting Estimates
Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting policies
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 - Comparative Information
Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
New standards, interpretations and amendments not yet effective
The Group has not early adopted the following new standards, amendments or interpretations that have been issued but are not
yet effective:
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information
IFRS S2 Climate-related Disclosures
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current
Amendment to IFRS 16 Leases – Lease liability in a Sale and Leaseback
Amendment to IFRS 17 – Initial Application of IFRS 17 and IFRS 9 – Comparative Information
Amendment to IAS 21 - Lack of Exchangeability
3. Significant accounting policies
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. The
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all 3 of the
following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that
there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries (the “Group”) as if they formed a
single entity. Intercompany transactions and balances between Group companies are, therefore, eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations are included in the consolidated statement of income and other
comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Any change in ownership in non-controlling interests is accounted for as an equity transaction.
Revenue
Revenue represents the total amounts receivable by the Group for goods supplied and services provided, excluding value-added
tax and trade discounts. The Group’s turnover arises in the UK.
In line with IFRS 15 Revenue from Contracts with Customers, the Group recognises revenue based on the application of a
principles-based “5-step” model. Only when the 5 steps are satisfied is revenue recognised. As all contracts have an expected
duration of 1 year or less, the Group does not disclose the transaction price, or anticipated timing of performance obligations
remaining at the year-end.
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Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
3. Significant accounting policies continued
General and Specialist Piling
The performance obligations and transaction price are defined within signed contracts between the customer and the Group.
Each performance obligation represents a series of distinct items of goods that are substantially the same and that have the same
pattern of transfer to the customer. This is classified as a series as each distinct item of goods in the series meets the definition
of a performance obligation satisfied over time and the same method would be used to measure the entity’s progress towards
complete satisfaction of the performance obligation as to transfer each item of goods to the customer. Mobilisation (moving the
piling rig equipment to the customer site) does not represent a separate performance obligation.
Mobilisation revenue is included within the transaction price of the related performance obligation and recognised over time. The
revenue for each performance obligation is recognised over time because each pile enhances an asset that the customer controls.
Revenue is recognised as progress towards complete satisfaction of that performance obligation over time occurs, using the
output method. Progress is determined by completed pile logs.
For performance obligations where the customer does not simultaneously receive and consume the benefits (e.g. designs,
interpretative reports and testing), the work performed by the Group does not create or enhance an asset that the customer
controls. Revenue for these performance obligations is recognised at a point in time (e.g. on delivery of report).
Where the performance obligations within a contract are not substantially the same and do not have the same pattern of transfer
to the customer, revenue is recognised as progress is made towards complete satisfaction of the performance obligations over
time using the input method. Progress is determined based on costs incurred to date.
Ground Engineering Services
The performance obligations and transaction price are defined within signed contracts between the customer and the Group.
Each individual service is not considered a separate performance obligation. For performance obligations where the customer
does not simultaneously receive and consume the benefits (e.g. interpretative reports and testing), the work performed by the
Group does not create or enhance an asset that the customer controls. Revenue for these performance obligations is recognised
at a point in time (e.g. on delivery of report). Costs relating to these performance obligations are capitalised and fully amortised
at the point in time when the performance obligation is fully satisfied. Contracts may also contain a series of distinct goods or
services that are substantially the same and that have the same pattern of transfer to the customer (e.g. bore hole drilling). This
is classified as a series. As an asset is enhanced that the customer controls, each distinct item of goods in the series meets the
definition of a performance obligation satisfied over time. The same method would be used to measure the entity’s progress
towards complete satisfaction of the performance obligation as to transfer each item of goods to the customer. The revenue for
each performance obligation is recognised over time because each item of goods enhances an asset that the customer controls.
Revenue is recognised as progress is made towards complete satisfaction of that performance obligation over time using the
output method. Progress is determined by completed logs.
Ground Engineering Products
Each performance obligation represents a series of distinct goods that are substantially the same and that have the same pattern
of transfer to the customer. Mobilisation (moving the piling rig equipment to the customer site) does not represent a separate
performance obligation. Mobilisation revenue is included within the transaction price of the related performance obligation and
recognised over time. The revenue for each performance obligation is recognised over time because each pile enhances an
asset that the customer controls. Revenue is recognised as progress is made towards complete satisfaction of that performance
obligation over time, using the output method. Progress is determined by completed pile logs.
Variable consideration
The following types of income are variable consideration and are only recognised when management determines it to be highly
probable that a significant reversal in revenue will not occur in a future period:
Liquidated damages (“LADs”)
These are included in the contract for both parties. The customer can reduce the amount paid to the Group if it is deemed the
Group has caused unnecessary delays or additional work. The Group is also able to claim LADs where it can be proved that the
customer has caused unnecessary delays or disruption. The method for claiming this revenue is to include it within the application
to the customer, or for the customer to include or exclude it in the application certificate returned to the Group. At the point of
making an application for LADs, the additional revenue or the reduction in revenue is only recognised when it is highly probable
that a significant reversal in cumulative revenue recognised will not occur.
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Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
3. Significant accounting policies continued
Standing time
Within the contracts a penalty charge can be made where work is delayed, and the Group assets must stand idle. These charges
can be disputed by the customer where blame may not be clear. The revenue for these charges is not recognised until it is highly
probable that a significant reversal in cumulative revenue recognised will not occur.
Adjustments to invoiced variable consideration
Where revenue relating to variable consideration is invoiced to the customer, revenue is adjusted to remove revenue that is not
highly probable. This is subsequently recognised only once it becomes highly probable.
Trade receivables
Trade receivables include applications to the extent that there is an unconditional right to payment and the amount has been
certified by the customer.
Contract assets
The recoverable amount of applications that have not been certified, and other amounts that have not been applied for but
represent the recoverable value of work carried out at the balance sheet date, are recognised as contract assets within trade and
other receivables on the balance sheet.
Contract liabilities
Any payments received in advance of completing the work are recognised within contract liabilities.
Segment reporting
The operating segments are based on the components that the Board, the Group’s principal decision-making body (the “Chief
Operating Decision Maker”), monitors in making decisions about operating matters. Such components are identified based on
information that is provided internally in the form of monthly management account reporting, budgets and forecasts to formulate
allocation of resources to segments and to assess performance. Revenue from reportable segments is measured on a basis
consistent with the income statement. Revenue is generated from within the UK, the Group’s country of domicile, and in Canada,
home of Van Elle Canada Inc. Segment results show the contribution directly attributable to each segment in arriving at the
Group’s operating profit. Segment assets and liabilities comprise those assets and liabilities directly attributable to each segment.
Group eliminations represent such consolidation adjustments that are necessary to determine the Group’s assets and liabilities.
Research and Development Expenditure Credits
The Group makes Research and Development Expenditure Credit claims annually. The credit is recognised in the period in
which the research and development expenditure is incurred and is disclosed as other operating income within the profit and
loss statement. The value of the credit relating to the current financial year is based on estimated qualifying expenditure. Any
adjustment to this estimate is made in the period in which the claim is made.
Non-underlying items
Such items are those that, in the Directors’ judgement, occur infrequently and do not reflect the underlying performance of the
business and, therefore, need to be disclosed separately. This is consistent with the way financial performance is measured by
management and reported to the Board. Disclosing non-underlying items separately provides an additional understanding of the
performance of the Group.
Taxation
The income tax expense represents the sum of current and deferred income tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is
also recognised in other comprehensive income or directly in equity, respectively.
Current income tax is based on taxable profits for the year. Taxable profit differs from profit as reported in the income statement
because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that
are never taxable or deductible.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final
equity dividends are recognised when approved by the shareholders at an Annual General Meeting.
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Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
3. Significant accounting policies continued
Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes
expenditure that is directly related to the acquisition of the asset.
Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the asset will flow to the Group, and the cost of the asset can be
measured reliably. All other repairs and maintenance expenditure is charged to the statement of comprehensive income during
the financial period in which it is incurred.
Freehold land is not depreciated. Depreciation on assets under construction does not commence until they are complete and
available for use. Depreciation is provided on all other items of property, plant and equipment and is calculated, using the
straight-line method, to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
Freehold buildings
–
2–20% per annum straight line
Plant and machinery
–
8–20% per annum straight line
Office equipment
–
10–25% per annum straight line
Motor vehicles
–
10–25% per annum straight line
Residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its estimated recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposal of assets are determined by comparing the proceeds of disposal with the carrying value and are
recognised in the statement of comprehensive income.
Subsequent expenditure on repairs and refurbishments that does not enhance the value or extend the lives of the related assets
is recognised as an expense in the income statement as incurred.
Investment property
Investment properties are held for long-term rental yields and are not occupied by the Group. They are carried at depreciated
historical cost.
Freehold land is not depreciated. Depreciation is provided on all other items of investment property and is calculated using the
straight-line method, to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
Freehold buildings
–
2–20% per annum straight line
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets
of the acquired entity at the date of acquisition. Goodwill is capitalised as an intangible asset. Goodwill is tested annually for
impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are recognised immediately in
the statement of comprehensive income and are not subsequently reversed.
Goodwill is allocated to each of the Group’s cash-generating units for the purposes of the impairment testing. The allocation
is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business
combination in which they arose, identified by operating segment.
Computer software
Costs incurred to acquire computer software and directly attributable costs of bringing the software into use are capitalised
within intangible assets and amortised, on a straight-line basis, over the useful life of the software. The estimated useful life and
amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
for on a prospective basis. The estimated useful life for computer software is 5 years.
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Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
3. Significant accounting policies continued
Development costs
Costs associated with the development of new products and techniques are capitalised as intangible assets once technical and
commercial feasibility of the asset for sale or use has been established and all the following conditions are met:
There is the intention to complete the asset
There is adequate technical, financial and other resources to complete the asset
An asset is created that can be used or sold
It is probable that the asset created will generate future economic benefits
The development cost of the asset can be measured reliably
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the
financial year-end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount
(i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the
smallest group of assets to which it belongs, for which there are separately identifiable cash inflows – its cash-generating units
(“CGUs”).
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is not reversed.
Inventories
Inventories are stated at the lower of cost and net realisable value. Inventories are initially recognised at cost, and comprise raw
materials and consumables held in storage or on project sites and work in progress. Cost comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realisable value comprises the estimated selling price in the ordinary course of business less applicable variable selling
expenses. Provision is made for obsolete, slow-moving or defective items where appropriate.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and on hand. Cash at bank includes reconciling receipts
where receipts have been processed before the balance sheet date.
Financial assets and liabilities
On initial recognition, a financial asset is classified as measured at amortised cost, fair value through other comprehensive income
(“FVOCI”) or fair value through profit or loss (“FVTPL”). Financial liabilities are measured at amortised cost or FVTPL.
The classification of financial assets is based on the way a financial asset is managed and its contractual cash flow characteristics.
Financial assets are measured at amortised cost if both of the following conditions are met and the financial asset or liability is not
designated as at FVTPL:
The financial asset is held with the objective of collecting or remitting contractual cash flows
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding
A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
The financial asset is held with the objectives of collecting contractual cash flows and selling the financial asset
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
The Group’s principal financial instruments comprise cash and cash equivalents, trade receivables, trade payables and interest
bearing borrowings. Based on the way these financial instruments are managed, and their contractual cash flow characteristics, all
the Group’s financial instruments are measured at amortised cost using the effective interest method.
The amortised cost of financial assets is reduced by impairment losses, described as follows. Interest income, foreign exchange
gains and losses, impairments and gains or losses on derecognition are recognised through the statement of comprehensive
income.
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Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
3. Significant accounting policies continued
Trade receivables and trade payables are held at their original invoiced value, as the interest that would be recognised from
discounting future cash flows over the short credit period is not considered to be material.
Cash equivalents comprise short-term highly liquid investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value. An investment with a maturity of 3 months or less is normally classified as
being short term. Cash and cash equivalents do not include other financial assets.
Impairment losses against financial assets carried at amortised cost are recognised by reference to any expected credit losses
against those assets. The simplified approach for calculating impairment of financial assets has been used. Lifetime expected
credit losses are calculated by considering, on a discounted basis, the cash shortfalls that would be incurred in various default
scenarios over the remaining lives of the assets and multiplying the shortfalls by the probability of each scenario occurring. The
allowance is the sum of these probability weighted outcomes.
Retirement benefit cost
The Group operates a defined contribution pension scheme for the benefit of employees. The Group pays contributions to
publicly or privately administered pension insurance schemes on a mandatory, contractual or voluntary basis. Contributions to
defined contribution pension schemes are charged to the consolidated statement of income and other comprehensive income in
the year to which they relate.
Leased assets
The Group recognises a right-of-use asset and a corresponding lease liability for all lease agreements in which it is the lessee
(with the exception of short-term and low-value leases as defined in IFRS 16, which are recognised as an operating expense on
a straight-line basis over the term). The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate. The right-of-use asset recognised initially is the amount of the lease liability, adjusted
for any lease payments and lease incentives made before the commencement date, in accordance with IFRS 16.24.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation because of past events, it is probable that
an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Provisions represent management’s best estimates of expenditure required to settle a present obligation at the balance sheet
date, after considering the risks and uncertainties that surround the underlying event.
Contingent liabilities
Contingent liabilities are possible obligations of the Group of which the timing and amount are subject to significant uncertainty.
Contingent liabilities are not recognised in the consolidated balance sheet. They are, however, disclosed unless they are
considered to be remote. If a contingent liability becomes probable, and the amount can be reliably measured, it is no longer
treated as contingent and recognised as a liability on the balance sheet.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement
of financial position differs from its tax base, except for differences arising on:
The initial recognition of goodwill
The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit
Investments in subsidiaries and jointly controlled entities where the Group can control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future
Recognition of deferred tax assets arising from tax losses is restricted to those instances where it is probable that taxable profit
will be available in the foreseeable future, against which the difference can be utilised.
Deferred tax assets and liabilities are only offset where they relate to income taxes levied by the same taxation authority.
Where deferred tax assets and liabilities are expected to reverse within a period of 12 months following the balance sheet date
they are classified as current assets or liabilities, otherwise they are classified as non-current.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting
date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
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Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
3. Significant accounting policies continued
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds of the issue.
Share-based payments
The Group operates 3 equity-settled share-based payment plans, details of which can be found in note 30 to the consolidated
financial statements.
The fair value of share-based awards with non-market performance conditions is determined at the date of the grant using
a Black–Scholes option pricing model. The fair value of share-based awards with market-related performance conditions is
determined at the date of grant using a Monte Carlo simulation. Share-based awards are recognised as expenses based on the
Company’s estimate of the shares that will eventually vest, on a straight-line basis over the vesting period, with a corresponding
increase in the share option reserve.
At each statement of financial position date, the Company revises its estimates of the number of options that are expected to
vest based on service and non-market performance conditions. The amount expensed is adjusted over the vesting period for
changes in the estimate of the number of shares that will eventually vest. The impact of the revision of the original estimates, if
any, is recognised in the statement of comprehensive income such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to equity reserves. Options with market-related performance conditions will vest based on total
shareholder return against a selected group of quoted market comparators. Following the initial valuation, no adjustments are
made in respect of market-based conditions at the reporting date.
Contingent consideration
Contingent consideration is classified as a liability and is measured at fair value on the acquisition date. At each future
reporting date, contingent consideration will be remeasured to fair value with changes included in the income statement in the
post-combination period.
Business combinations
The acquisition method of accounting is used in accounting for the acquisition of businesses. In accordance with IFRS 3 Business
Combinations, the assets and liabilities of the acquired entity are measured at fair value. When the initial accounting for a business
combination is determined provisionally, any adjustments to provisional values allocated are made within 12 months of the
acquisition date and are affected from the date of acquisition.
Employee benefit trust
Van Elle Holdings plc employee benefit trust is an offshore trust established for the purposes of acquiring shares for issue to
employees on exercise of share options. The Group is deemed to have control over the trust and, therefore, it has been treated as
a subsidiary and has been consolidated within the financial statements. The purchase of shares by the employee benefit trust has
been accounted for as a purchase of shares into treasury.
4. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and
assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities in future accounting
periods are discussed below.
Contracts
The point at which variable consideration becomes highly probable and, therefore, is recognised in the financial statements
requires management judgement. The policy in respect of recognition of variable consideration is detailed in note 3.
The key estimates in the recognition of contract revenue include the estimate of the recoverable value of work carried out at
the balance sheet date shown under contract assets and the outcome of claims raised against the Group by customers or third
parties. The estimate is formed based on confirmation of work done at the year-end by customers and by its nature changes in
the estimate would have a £ for £ consequential impact on the level of revenue and profit recognised. As at 30 April 2024, the
Group has recognised estimated recoveries of £4,937,000 (2023: £4,913,000) from customers for the work carried out to the
year-end date. These recoveries are recognised to the extent considered highly probable; however, there is a range of factors
affecting potential outcomes as these contracts are completed. The level of management estimation uncertainty is reduced by the
certification of work received from customers, approved applications for payment and in-house expert opinion.
97
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
4. Critical accounting estimates and judgements continued
Insurance cover for legal and other claims against the Group
When reviewing legal or warranty claims against the Group, the Directors assess if the claim will be covered by insurance by
reference to the nature of the insurance policy and through direct engagement with the insurance brokers and underwriters, and
the Directors make a judgement if insurance cover in respect of the claim is virtually certain in relation to the claim. In reality, this
is when the insurance company has confirmed that the claim against the Group is covered by the policies in place.
In common with other companies in the sector, the Group is involved in matters that give rise to claims from customers. The
Board assesses each claim, based on the facts and circumstances relating to each claim and with reference to internal and
external expert advice, and recognises a provision for costs of defending and concluding such claims. By their nature, changes
in the estimate would have a £ for £ impact on the level of the provision recognised. Where there is significant uncertainty of
the amount and timing of a possible obligation, a contingent liability is disclosed; however, is not recognised in the consolidated
balance sheet.
Leased assets
In the application of the leasing standard, IFRS 16, right-of-use assets and lease liabilities have been recognised based on the
discounted payments required under the lease, taking into account the lease term. The lease term is based on the non-cancellable
period of the lease together with periods covered by an option to extend the lease where it is considered reasonably certain that
options to extend will be exercised. Judgement is required in determining whether options to extend or terminate the lease will be
exercised. The estimate of the effective interest rate is based on the Group’s incremental borrowing rate on similar assets.
Goodwill
Impairment tests make assumptions about the amount and timing of future cash flows for each cash-generating unit including
estimates of growth rates, discount rates and cash conversion rates.
Growth rates are estimated with reference to the Board-approved budget for the year ending 30 April 2025 and forecast cash flow
projections for the years ending 30 April 2026 and 30 April 2027. Subsequent growth rates are estimated with reference to CPI
inflation expectations.
The rate used to discount the projected cash flows is a pre-tax risk-adjusted discount rate estimated based on the weighted
average cost of capital of a basket of comparable companies plus a risk premium to reflect the size of the Group in comparison to
the basket of comparable companies.
Future cash conversion rates are estimated based on historical experience of cash conversion. The impact of these estimates is
detailed further in note 17.
Research and development expenditure credit
The Group makes Research and Development Expenditure Credit claims annually. The Group’s claim is often prepared following
the financial year to which it relates. As such, management are required to estimate the value of qualifying expenditure in
the financial year to determine the amount of income to recognise. Managements estimates are based on knowledge of the
extent of research and development activity carried out during the year and historical rates of research and development
expenditure claims.
Underlying operating profit, underlying profit before tax and underlying earnings per share
The Directors consider that the adjusted profit measure provides useful information to shareholders on the underlying
trading performance. This is consistent with how business performance is measured internally by the Board. These underlying
performance measures are not a recognised measure under IFRS and may not be directly comparable with adjusted measures
used by other companies.
The classification of items excluded from underling profit measures requires judgement including the consideration of the nature,
circumstance, scale and impact of a transaction. Significant non-recurring transactions that are not part of the operating activities
of the Group are classified as non-underlying items. Further detail is provided in note 8.
Business combinations
In application of IFRS 3 Business Combinations, the assets and liabilities of acquired entities are recognised at fair value. The fair
value of the assets and liabilities of Rock & Alluvium Limited have been determined with reference to current market values where
available. Adjusting these estimates would have a consequential £ for £ impact on the level of goodwill arising on the business
combination.
98
Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
5. Segment information
The Group evaluates segmental performance based on profit or loss from operations calculated in accordance with IFRS.
Inter-segment sales are priced along the same lines as sales to external customers, with an appropriate discount being applied to
encourage use of Group resources at a rate acceptable to local tax authorities. Insurances and head office central services costs
are allocated to the segments based on levels of turnover. Details of the types of products and services for each segment are
given in the operational review on pages 30 to 32.
Operating segments – 30 April 2024
General
Piling
£’000
Specialist
Piling
£’000
Ground
Engineering
Services
£’000
Head
office
£’000
Total
£’000
Revenue
56,686
43,871
38,317
605
139,479
Other operating income
–
–
–
3,259
3,259
Underlying operating profit/(loss)
5,212
1,198
918
(1,856)
5,472
Operating profit/(loss)
5,212
1,198
918
(1,523)
5,805
Finance expense
–
–
–
(429)
(429)
Finance income
–
–
–
251
251
Profit/(loss) before tax
5,212
1,198
918
(1,701)
5,627
Assets
Property, plant and equipment
12,444
13,388
7,049
11,139
44,020
Intangible assets
871
3,362
199
–
4,432
Inventories
2,304
864
2,539
46
5,753
Reportable segment assets
15,619
17,614
9,787
11,185
54,205
Deferred Tax
–
–
–
389
389
Trade and other receivables
–
–
–
38,268
38,268
Cash and cash equivalents
–
–
–
6,002
6,002
Total assets
15,619
17,614
9,787
55,844
98,984
Liabilities
Trade and other payables
–
–
–
22,569
22,569
Lease liabilities
–
–
–
7,646
7,646
Provisions
–
–
–
8,064
8,064
Deferred consideration
–
–
–
2,120
2,120
Deferred tax
–
–
–
5,741
5,741
Total liabilities
–
–
–
46,130
46,130
Other information
Capital expenditure (including IFRS 16 leased assets)
1,144
1,764
704
2,844
6,456
Depreciation and amortisation
(including IFRS 16 leased assets)
2,063
2,828
1,640
1,123
7,654
Geographical segments – 30 April 2024
UK
£’000
Rest of world
£’000
Total
£’000
Revenue
139,077
402
139,479
Operating profit/(loss)
7,195
(1,390)
5,805
Non-current assets
46,991
1,461
48,452
99
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
5. Segment information continued
Operating segments – 30 April 2023
General
Piling
£’000
Specialist
Piling
£’000
Ground
Engineering
Services
£’000
Head
office
£’000
Total
Restated
£’000
Revenue
54,838
46,593
47,067
236
148,734
Other operating income
–
–
–
904
904
Underlying operating profit/(loss)
3,403
2,236
3,642
(3,500)
5,781
Operating profit/(loss)
3,403
2,236
3,642
(3,423)
5,858
Finance expense
–
–
–
(487)
(487)
Profit/(loss) before tax
3,403
2,236
3,642
(3,910)
5,371
Assets
Property, plant and equipment
9,090
14,411
8,005
10,411
41,917
Intangible assets
11
3,483
219
–
3,713
Inventories
1,858
727
1,902
484
4,971
Reportable segment assets
10,959
18,621
10,126
10,895
50,601
Investment property
–
–
–
–
–
Deferred tax
–
–
–
–
–
Trade and other receivables
–
–
–
35,544
35,544
Cash and cash equivalents
–
–
–
8,885
8,885
Total assets
10,959
18,621
10,126
55,324
95,030
Liabilities
Trade and other payables
–
–
–
23,245
23,245
Loans and borrowings
–
–
–
1,158
1,158
Lease liabilities
–
–
–
7,360
7,360
Provisions
–
–
–
8,143
8,143
Deferred consideration
–
–
–
790
790
Deferred tax
–
–
–
4,303
4,303
Total liabilities
–
–
–
44,999
44,999
Other information
Capital expenditure (including IFRS 16 leased assets)
1,171
4,188
1,351
1,977
8,687
Depreciation (including IFRS 16 leased assets)
1,422
2,262
1,421
879
5,984
Geographical segments – 30 April 2023
UK
£’000
Rest of world
£’000
Total
£’000
Revenue
148,734
–
148,734
Operating profit/(loss)
5,858
–
5,858
Non-current assets
45,630
–
45,630
The Group had no customers with revenues greater that 10% in the current period (2023: 1). Total revenues from the customer in
2023 were £18.4m and these are reported within the General Piling operating segment.
100 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
6. Revenue from contracts with customers
Disaggregation of revenue – 30 April 2024
End market
General
Piling
£’000
Specialist
Piling
£’000
Ground
Engineering
Services
£’000
Head
office
£’000
Total
£’000
Residential
22,937
4,921
29,339
–
57,197
Infrastructure
15,737
33,153
6,332
–
55,222
Regional construction
17,761
5,797
2,644
–
26,202
Other
251
–
2
605
858
Total
56,686
43,871
38,317
605
139,479
Head office revenue relates to revenue generated from the provision of training services and the release of overpayments
received from customers that are greater than 6 years old.
Disaggregation of revenue – 30 April 2023
End market
General
Piling
£’000
Specialist
Piling
£’000
Ground
Engineering
Services
£’000
Head
office
£’000
Total
£’000
Residential
13,924
4,840
38,096
–
56,860
Infrastructure
20,761
37,180
4,651
–
62,592
Regional construction
20,147
4,507
4,289
–
28,943
Other
6
66
31
236
339
Total
54,838
46,593
47,067
236
148,734
Contract assets
2024
£’000
2023
£’000
At 1 May
4,913
2,163
Transfers from contract assets to trade receivables
(4,913)
(1,943)
Excess of revenue recognised over invoiced amount
4,937
4,913
Impairment of contract assets
–
(220)
At 30 April
4,937
4,913
Contract liabilities
2024
£’000
2023
£’000
At 1 May
1,987
388
Interest on contract liabilities
–
–
Contract liabilities recognised as revenue in the period
(1,987)
(188)
Deposits received in advance of performance
384
1,787
At 30 April
384
1,987
101
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
7. Other operating income
2024
£’000
2023
£’000
Research and development expenditure credit relating to prior years
1,646
479
Research and development expenditure credit relating to current year
1,613
425
3,259
904
The research and development expenditure credit relating to prior years relates to the final value of the claim for the year
ended 30 April 2023 and prior in excess of the estimate made by management in the previous financial year. The research and
development expenditure credit relating to the current year is based on the management estimate of the claim relating to the
year ended 30 April 2024.
8. Non-underlying items
2024
£’000
2023
£’000
Research and development expenditure credit relating to prior years
(894)
Business combination costs
228
–
Legal costs
250
–
Restructuring costs
83
–
Finance income
(149)
–
Deferred consideration credit
–
(427)
Warranty costs
–
350
Non-underlying debit/(credit)
(482)
(77)
Research and development expenditure credits relating to the 30 April 2022 financial year and part of the expenditure credit
relating to the 30 April 2023 financial year have been classified as non-underlying in the current year as they represent significant
increases in previous claim values which are considered one-off in nature. Business combination costs relate to acquisition fees
for the purchase of Rock & Alluvium Limited on 30 November 2023. Legal costs represent a health and safety penalty following
the death of a third-party haulier following the failure of a Van Elle piling rig in Scotland in April 2021. Towards the end of FY2024,
a restructure of the leadership team and several functions commenced. Restructure costs represent the initial costs incurred
in this project. The restructure will continue into FY2025. Finance income relates to interest income received as a result of early
payment of settlement funds by an insurer.
In the prior year, non-underlying items include the release of contingent consideration in relation to the purchase of ScrewFast
Foundation Solutions in April 2021 as performance conditions were not achieved (further detail is provided in note 23). Warranty
costs relate to the increase in provision for 2 warranty claims, which due to their size and nature are considered non-underlying
(further detail is provided in note 26).
9. Operating profit
Operating profit is stated after charging/(crediting):
2024
£’000
2023
£’000
Depreciation of property, plant and equipment
7,506
5,984
Amortisation of intangible assets
149
134
Depreciation of investment property
–
9
Lease expense:
– Plant and machinery on short-term hire
6,564
7,853
Profit on disposal of property, plant and equipment
(404)
(310)
Fees payable to the Company’s auditor for the audit of the Company financial statements
20
20
Fees payable to the Company’s auditor for other services:
– Audit of financial statements of subsidiaries pursuant to legislation
160
122
– Taxation compliance
5
15
– Non-audit services
38
23
102 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
10. Staff costs
Staff costs, including Directors, are outlined below. Further details of Directors’ remuneration, including details of the highest
paid Director, share options, long-term incentive plans and Directors’ pension entitlements, are disclosed in the annual report on
remuneration on pages 74 and 75.
2024
£’000
2023
£’000
Employee benefit expenses (including Directors):
Wages and salaries
36,268
35,887
Social security contributions and similar taxes
3,981
4,102
Defined contribution pension cost
1,650
1,062
Share-based payments (note 30)
253
171
42,152
41,222
Directors and key management personnel:
Wages and salaries
2,230
2,202
Defined contribution pension cost
98
70
Share-based payments (note 30)
107
59
2,435
2,331
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, including the Directors of the Company and operating unit divisional Directors.
Details of the highest paid Director are included in the annual report on remuneration on page 74. The average number of
employees, including Directors, during the year was as follows:
2024
Number
2023
Number
Administrative
260
259
Operative
379
389
639
648
11. Finance income and expense
2024
£’000
2023
£’000
Finance income
Interest received on bank deposits
251
–
2024
£’000
2023
£’000
Finance expense
Finance leases
336
388
Unwinding of discount on deferred consideration
–
47
Interest on borrowings
93
52
429
487
103
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
12. Income tax expense
2024
£’000
2023
£’000
Current tax expense
Current tax on profit/(loss) for the year
763
–
Adjustment for under provision in the prior period
38
–
Total current tax expense
801
–
Deferred tax expense
Origination and reversal of temporary differences
484
1,176
Adjustment for under/(over) provision in the prior period
128
(483)
Total deferred tax expense
612
693
Income tax expense
1,413
693
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the UK
applied to profit for the year are as follows:
2024
£’000
2023
£’000
Profit before income taxes
5,627
5,371
Tax using the standard corporation tax rate of 25% (2023: 19.5%)
1,407
1,047
Adjustments for under/(over) provision in previous periods
167
(483)
Expenses not deductible for tax purposes
69
130
Income not taxable
(313)
(83)
Non-qualifying depreciation
83
–
Tax rate changes
–
259
Capital allowances super deductions
–
(177)
Total income tax expense
1,413
693
During the year ended 30 April 2024, corporation tax has been calculated at 25% of estimated assessable profit for the year
(2023: 19.5%).
Deferred tax balances as at 30 April 2024 are measured at the current corporation tax rate of 25%.
13. Dividends
2024
£’000
2023
£’000
Final dividend – year ended 30 April 2023
0.8p (2022: 1.0p) per ordinary share paid during the year
853
1,067
Interim dividend – year ended 30 April 2024
0.4p (2023: 0.4p) per ordinary share paid during the year
427
426
1,280
1,493
A final dividend for the year ended 30 April 2024 of 0.8p per share amounting to £853,922 is proposed. This represents a total
dividend of 1.2p per share for the full year. The final dividend will be paid on 18 October 2024 to the shareholders on the register
at the close of business on 4 October 2024. The proposed final dividend is subject to approval by the shareholders at the Annual
General Meeting and has not been included as a liability in these financial statements.
104 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
14. Earnings per share
The calculation of basic and diluted earnings per share is based on the following data:
2024
’000
2023
’000
Basic weighted average number of shares
106,703
106,667
Dilutive potential ordinary shares from share options
1,209
473
Diluted weighted average number of shares
107,912
107,140
2024
£’000
2023
£’000
Profit for the year
4,214
4,678
Non-underlying credit
(482)
(77)
Tax effect of non-underlying items
(20)
88
Underlying profit for the year
3,712
4,689
2024
Pence
2023
Pence
Earnings per share
Basic
3.9
4.4
Diluted
3.9
4.4
Basic – underlying
3.5
4.4
Diluted – underlying
3.4
4.4
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders and on 106,703,045
ordinary shares (2023: 106,666,650), being the weighted average number of ordinary shares in issue.
The dilutive shares of 1,209,000 (2023: 473,000) represent share options exercisable under the Group’s LTIP scheme that vested
during the financial year and are yet to be exercised, as disclosed within note 30. Share options exercisable under the Group’s
CSOP scheme were classified as dilutive in the prior year, however, they are underwater as at 30 April 2024 and, therefore, have
not been included in dilutive shares in the current year.
15. Property, plant and equipment
Land and
buildings
£’000
Plant and
machinery
£’000
Motor
vehicles
£’000
Office
equipment
£’000
Total
£’000
Cost
At 1 May 2022
9,089
51,590
8,782
467
69,928
Additions
66
4,528
4,093
–
8,687
Reclassification of investment property (note 16)
1,315
–
–
–
1,315
Disposals
–
(454)
(2,372)
–
(2,826)
At 30 April 2023
10,470
55,664
10,503
467
77,104
Additions
487
3,119
2,827
23
6,456
Business combination (note 35)
801
3,572
188
–
4,561
Disposals
(64)
(1,420)
(3,032)
–
(4,516)
At 30 April 2024
11,694
60,935
10,486
490
83,605
Accumulated depreciation
At 1 May 2022
2,118
23,735
5,062
294
31,209
Charge for the year
445
4,193
1,317
29
5,984
Reclassification of investment property (note 16)
513
–
–
–
513
Disposals
–
(394)
(2,126)
–
(2,520)
At 30 April 2023
3,076
27,534
4,253
323
35,187
Charge for the year
471
4,782
2,234
19
7,506
Disposals
(105)
(1,125)
(1,877)
–
(3,107)
At 30 April 2024
3,442
31,192
4,610
342
39,586
Net book value
At 30 April 2023
7,394
28,129
6,250
144
41,917
At 30 April 2024
8,252
29,743
5,876
148
44,020
No property, plant or equipment assets is pledged as security for liabilities as at 30 April 2024 (2023: £1,158,000).
105
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
15. Property, plant and equipment continued
The amounts shown in the previous table include the following right-of-use assets:
Land and
buildings
£’000
Plant and
machinery
£’000
Motor
vehicles
£’000
Total
£’000
Cost
At 1 May 2022
3,659
7,945
3,433
15,037
Additions
–
–
2,513
2,513
Disposals
–
–
(45)
(45)
Transferred from owned asset (restated)
–
1,731
–
1,731
Transferred to owned assets (restated)
–
(1,731)
–
(1,731)
Transferred to owned assets
–
(7,173)
(779)
(7,952)
At 1 May 2023 restated
3,659
772
5,122
9,553
Additions
251
–
704
955
Business Combination
796
645
188
1,629
Disposals
(64)
–
(666)
(730)
Transferred to owned assets
–
(82)
(272)
(354)
At 30 April 2024
4,642
1,335
5,076
11,053
Accumulated depreciation
At 1 May 2022
359
2,649
970
3,978
Charge for the year
119
582
886
1,587
Disposals
–
–
(16)
(16)
Transferred from owned asset (restated)
–
157
–
157
Transferred to owned asset (restated)
–
(157)
–
(157)
Transferred to owned assets
–
(3,005)
(385)
(3,390)
At 1 May 2023 restated
478
226
1,455
2,159
Charge for the year
134
381
1,665
2,180
Disposals
(105)
–
(509)
(614)
Transferred to owned assets
–
(279)
(161)
(440)
At 30 April 2024
507
328
2,450
3,285
Net book value
At 30 April 2023 (restated)
3,181
546
3,665
7,392
At 30 April 2024
4,135
1,007
2,626
7,768
Refer to note 37 for details of the prior period restatement.
16. Investment property
Land and
buildings
£’000
Cost
At 1 May 2022
1,315
Reclassification to property, plant and equipment (note 15)
(1,315)
At 30 April 2023 and 30 April 2024
–
Accumulated depreciation
At 1 May 2022
504
Charge for the year
9
Reclassification to property, plant and equipment (note 15)
(513)
At 30 April 2023 and 30 April 2024
–
Net book value
At 30 April 2023
–
At 30 April 2024
–
The Group’s investment property was reoccupied by the Group on 1 April 2023 and, therefore, was reclassified to property, plant
and equipment during the prior financial year.
106 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
17. Intangible assets
Goodwill
£’000
Software
£’000
Development
costs
£’000
Total
£’000
Cost
At 1 May 2022
4,559
231
418
5,208
Additions
–
–
176
176
At 1 May 2023
4,559
231
594
5,384
Additions
868
–
–
868
At 30 April 2024
5,427
231
594
6,252
Accumulated amortisation
At 1 May 2022
1,101
216
220
1,537
Charge for the year
–
2
132
134
At 1 May 2023
1,101
218
352
1,671
Charge for the year
–
–
149
149
At 30 April 2024
1,101
218
501
1,820
Net book value
At 30 April 2023
3,458
13
242
3,713
At 30 April 2024
4,326
13
93
4,432
Goodwill
Goodwill relates to the purchase of subsidiary undertakings. Goodwill is not amortised but is tested for impairment in accordance
with IAS 36 Impairment of Assets at least annually, or more frequently if events or changes in circumstances indicate a potential
impairment.
Goodwill is allocated to cash-generating units (“CGUs”) as follows:
2024
£’000
2023
£’000
Specialist Piling
3,270
3,270
Rock & Alluvium
868
–
Ground Engineering Services
188
188
ScrewFast
–
–
4,326
3,458
During the year, the acquisition of Rock & Alluvium Limited has given rise to goodwill upon the business combination, further
detailed in note 35. The goodwill has been allocated to its own CGU. The valuation is provisional as of 30 April 2024.
The carrying value of goodwill allocated to the Rock & Alluvium, Specialist Piling and Ground Engineering Services CGUs has
been compared to its recoverable amount based on the value in use of the CGUs to which the goodwill has been allocated. Each
division within the Group has been assessed as a separate CGU, being the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other groups of assets.
The value-in-use calculations use pre-tax cash flow projections based on the Board-approved budget for the year ending 30 April
2025, which takes into account secured orders, the order pipeline, business plans and management actions and forecast future
cash flows for the period to 30 April 2027. Subsequent cash flows are extrapolated using an estimated growth rate of 2% in line
with long-term CPI inflation expectations.
The rate used to discount the projected cash flows is a pre-tax risk-adjusted discount rate of 14.4% (2023: 13.5%) based on the
weighted average cost of capital of a basket of comparable companies plus a risk premium. The same discount rate has been
used for each CGU as the principal risks associated with the Group, as highlighted on pages 49 to 53, would also impact each CGU
in a similar manner.
The key assumptions to which the assessment of the recoverable amounts of CGUs is sensitive are the projected operating
profit for the period to 30 April 2025, forecast growth in the period to 30 April 2027 and the discount rate applied. For each CGU,
management has considered the level of headroom resulting from the impairment tests and performed further sensitivity analysis
by changing the base case assumptions applicable to each CGU. The sensitivities tested related to changes in discount rate,
changes in operating profit and a combination thereof.
The value-in-use calculations, together with the sensitivity analysis described above, do not indicate an impairment of goodwill
is required.
The sensitivity analysis performed indicates that reasonable changes in discount rate or growth rates would not result in an
impairment of goodwill; as such, the Board is satisfied that no impairment is required.
107
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
18. Inventories
2024
£’000
2023
£’000
Raw materials and consumables
2,574
2,864
Work in progress
3,179
2,107
5,753
4,971
There were no impairment losses relating to damaged or obsolete inventories in the current or previous periods. The cost of
materials recognised as an expense within cost of sales is £54,081,000 (2023: £62,447,000).
The movement between the 2024 and 2023 year-end balances, differs to the movement recognised in the consolidated statement
of cash flows by the amount recognised on business combination.
19. Trade and other receivables
2024
£’000
2023
£’000
Trade receivables
19,518
17,614
Less: provision for impairment
(318)
(475)
Trade receivables – net
19,200
17,139
Receivables from related parties
–
–
Financial assets classified as amortised costs
19,200
17,139
Contract assets
4,937
4,913
Prepayments
652
1,769
Other receivables
13,479
11,723
38,268
35,544
Other receivables of £13.4m (2023: £11.7m) relate to the receivables in respect of the research and development expenditure
credit claim for the financial years ended 30 April 2023 and 2024, VAT recoverable and insurance recoveries. Of the research and
development expenditure credit claim, £492,000 (2023: £531,000) is classified as corporation tax receivable.
The carrying value of trade and other receivables classified as amortised costs approximates fair value. All amounts shown under
receivables fall due within 1 year.
The Group does not hold any collateral as security over trade receivables or contract assets.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the
trade receivables for similar types of contracts.
The movement between the 2024 and 2023 year-end balances, differs to the movement recognised in the consolidated statement
of cash flows by the amount recognised on business combination and non-cash tax adjustments.
The expected loss rates are based on the Group’s historical credit losses experienced over the 3-year period prior to the
period-end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors
affecting the Group’s customers and isolated items not deemed to be indicative of future credit losses.
As of 1 May 2022, the Group has trade credit insurance covering 90% of outstanding debtor balances in the instance of customer
default. As at 30 April 2024, the lifetime expected loss provision for trade receivables is as follows:
Expected
loss rate
Gross
carrying
amount
£’000
Loss
provision
£’000
Current
0.0%
10,486
–
0–30 days past due
0.5%
5,544
28
More than 30 days past due
1.0%
1,522
15
More than 60 days past due
12.5%
724
90
More than 90 days past due
20.0%
924
185
19,200
318
108 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
19. Trade and other receivables continued
As at 30 April 2023, the lifetime expected loss provision for trade receivables was as follows:
Expected
loss rate
Gross
carrying
amount
£’000
Loss
provision
£’000
Current
0.0%
8,125
–
0–30 days past due
0.5%
4,810
24
More than 30 days past due
1.0%
1,157
11
More than 60 days past due
12.5%
976
61
More than 90 days past due
20.0%
2,546
379
17,614
475
Movements in the impairment allowance for trade receivables are as follows:
2024
£’000
2023
£’000
At 1 May
475
430
(Decrease)/increase during the year
(157)
190
Receivable written off during the year as uncollectable
–
(145)
At 30 April
318
475
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
20. Trade and other payables
2024
£’000
2023
£’000
Trade payables
17,693
17,243
Other payables
71
229
Accruals
3,588
2,553
Financial liabilities measured at amortised cost
21,352
20,025
Contract liabilities
384
1,987
Tax and social security payments
833
1,233
22,569
23,245
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
The movement between the 2024 and 2023 year-end balances, differs to the movement recognised in the consolidated statement
of cash flows by the amount recognised on business combination
21. Loans and borrowings
2024
£’000
2023
Restated
£’000
Non-current
Bank loans secured
–
328
Current
–
328
Bank loans secured
–
830
Total loans and borrowings
–
830
Maturity of loans and borrowings
Due within 1 year
–
830
Between 2 and 5 years
–
328
After more than 5 years
–
–
–
1,158
The carrying value of loans and borrowings approximates fair value.
Refer to note 37 for details of the prior period restatement.
109
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
22. Lease liabilities
All leases are accounted for by recognising a right-of-use asset as detailed in note 14 and a lease liability except for leases of
low-value assets and leases with a duration of 12 months or less.
The Group leases a number of rig assets under hire purchase agreements and hires vehicles on a long-term hire basis. Hire
purchase agreements established by the Group are repaid over a period of 3 to 7 years. Long-term hire agreements are over a
4-year period and have been recognised in accordance with IFRS 16. The Group also leases 4 properties with fixed repayments.
The remaining lease periods as at 30 April 2024 in respect of these property leases are 49, 10, 4 and 2 years.
The expense relating to short-term leases and leases of low-value assets is not material to the financial statements. The following
table sets out the movement in lease liabilities during the financial year:
Land and
buildings
£’000
Plant and
machinery
£’000
Motor
vehicles
£’000
Total
£’000
At 1 May 2023 restated
3,710
200
3,450
7,360
Additions
340
–
704
1,044
Business Combination
797
645
196
1,636
Interest expense
151
22
162
365
Principal and interest paid on lease liabilities
(306)
(347)
(2,076)
(2,729)
At 30 April 2024
4,692
520
2,434
7,646
Refer to note 37 for details of the prior period restatement.
The following table sets out the maturity of discounted lease liabilities:
Carrying
value
£’000
Due less than 3 months
550
Due between 3 and 12 months
1,490
Current lease liabilities
2,040
Due between 1 and 2 years
977
Due between 2 and 5 years
848
Due after 5 years
3,781
Non-current lease liabilities
5,606
The maturity of undiscounted lease liabilities is disclosed in note 25.
23. Deferred consideration
The deferred consideration relates to the acquisition of Rock and Alluvium Limited. Total consideration payable for the acquisition
is £3,920,000 of which £1,800,000 was paid on 30 November 2023 and £2,120,000 is payable on 30 November 2024. The deferred
consideration is a guaranteed payment and is not subject to performance criteria.
Deferred consideration of £790,000 in the prior year related to the guaranteed final payment of £740,000 and contingent
consideration of £50,000 for the purchase of ScrewFast Foundation Limited. The guaranteed final payment of £740,000 was made
in August 2023. No payment was made in respect of the contingent consideration as the associated performance criteria was not
met.
The discounted amount payable due beyond 1 year as at 30 April 2024 is £nil (2023: £nil) and within 1 year is £2,120,000 (2023:
£790,000). Amounts charged to finance expenses on unwinding of discounting during the year are £nil (2023: £47,000).
110 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
24. Reconciliation of financing liabilities
The following table sets out the movement in finance liabilities during the financial year:
Non-
current
loan
£’000
Current
loan
£’000
Non-
current
lease
liabilities
£’000
Current
lease
liabilities
£’000
Non-current
deferred
consideration
£’000
Current
deferred
consideration
£’000
Total
£’000
At 1 May 2022
–
–
5,157
1,696
1,170
50
8,073
Cash flows
386
772
–
(2,396)
–
(50)
(1,288)
Non-cash flows:
Additions to lease liabilities
–
–
967
1,548
–
–
2,515
Movement in deferred consideration payable
–
–
–
–
(427)
–
(427)
Liabilities classified as non-current at 30 April 2022
becoming current in the year ended 30 April 2023
–
–
(331)
331
(790)
790
–
Unwind of discount on deferred consideration
–
–
–
–
47
–
47
Interest accruing in the period
–
–
–
388
–
–
388
At 1 May 2023 restated
386
772
5,793
1,567
–
790
9,308
Cash flows
–
(1,158)
–
(2,729)
–
(740)
(4,627)
Non-cash flows:
Additions to lease liabilities
–
–
721
321
–
–
1,042
Amounts recognised on business combinations
–
–
929
709
–
2,120
3,758
Movement in deferred consideration payable
–
–
–
–
–
(50)
(50)
Liabilities classified as non-current at 30 April 2023
becoming current in the year ended 30 April 2024
(386)
386
(1,837)
1,837
–
–
–
Interest accruing in the period
–
–
–
335
–
–
335
At 30 April 2024
–
–
5,606
2,040
–
2,120
9,766
111
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
25. Financial instruments and risk management
The Group’s financial instruments comprise cash, lease liabilities and various items such as receivables and payables that arise
from its operations.
The carrying amounts of all the Group’s financial instruments are measured at amortised cost in the financial statements.
Financial instruments by category
Amortised cost
2024
£’000
2023
£’000
Financial assets
Cash and cash equivalents
6,002
8,885
Trade and other receivables
19,200
17,139
Contract assets
4,937
4,913
Total financial assets
30,139
30,937
2024
£’000
2023
Restated
£’000
Current financial liabilities
Trade and other payables
22,569
20,025
Deferred consideration
2,120
790
Lease liabilities
2,040
1,567
Loans and borrowings
–
772
Total current financial liabilities
26,729
23,154
Non-current financial liabilities
Lease liabilities
5,606
5,793
Loans and borrowings
–
386
Total non-current financial liabilities
5,606
6,179
Total financial liabilities
32,335
29,333
Capital management
The Group’s capital structure is kept under constant review, taking account of the need for, and availability and cost of, various
sources of finance. The capital structure of the Group consists of net debt, as shown in note 32, and equity attributable to equity
holders of the parent as shown in the consolidated statement of financial position. The Group maintains a balance between
certainty of funding and a flexible, cost-effective financing structure with all main borrowings being from committed facilities. The
Group’s policy continues to ensure that its capital structure is appropriate to support this balance and the Group’s operations.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
Financial risk management
The Group’s objectives when managing finance and capital are to safeguard the Group’s ability to continue as a going concern,
to provide returns to shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. The Group is not subject to any externally imposed capital requirements.
The main financial risks faced by the Group are liquidity risk, credit risk, market risk (which includes interest rate risk) and foreign
currency exchange risk. The Board regularly reviews and agrees policies for managing each of these risks.
112 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
25. Financial instruments and risk management continued
Credit risk
The Group’s financial assets are trade and other receivables and bank and cash balances. These represent the Group’s maximum
exposure to credit risk in relation to financial assets.
Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations. It is Group policy to
assess the credit risk of all existing and new customers on a contract-by-contract basis before entering contracts. The Board
has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group’s
standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, when available,
and in some cases bank references. Total contract limits are established for each customer, which represent the maximum
exposure permissible without requiring approval from the Board. As of 1 May 2022, the Group has trade credit insurance covering
90% of outstanding debtor balances in the instance of customer default.
The counterparty risk on bank and cash balances is managed by limiting the aggregate amount of exposure to any 1 institution by
reference to their credit rating and by regular review of these ratings. The Board regularly reviews the credit rating of the banks
where funds are deposited ensuring that only banks with a credit rating of B or better are utilised.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due and managing its
working capital, debt and cash balances.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for the foreseeable
future. The Group also seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on any long-term borrowings.
This is further discussed in the “market risk” section below.
The Board receives rolling 3-month cash flow projections on a weekly basis. At the end of the financial year, these projections
indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected
circumstances and will not need to draw down on its asset-based lending facility.
The following table sets out the undiscounted contractual payments and maturities (including future interest charges) of
financial liabilities:
Carrying
value
£’000
Total
£’000
Due less than
3 months
£’000
Due between
3 and
12 months
£’000
Due between
1 and 5 years
£’000
Over
5 years
£’000
At 30 April 2024
Trade and other payables
22,569
22,569
22,569
–
–
–
Lease liabilities (note 22)
7,646
10,956
609
1,722
2,802
5,823
Deferred consideration
2,120
2,120
–
2,120
–
–
32,335
35,645
23,178
3,842
2,802
5,823
At 30 April 2023 restated
Trade and other payables
20,025
20,025
20,025
–
–
–
Loans and borrowings
1,158
1,221
277
616
328
–
Lease liabilities (note 22)
7,359
11,578
181
1,270
2,624
7,503
Deferred consideration
790
790
–
790
–
–
29,332
33,614
20,483
2,676
2,952
7,503
Market risk – interest rate risk
It is currently Group policy that 100% of external Group borrowings (excluding short-term overdraft facilities) are fixed-rate
borrowings. Divisions are not permitted to borrow short or long term from external sources.
Foreign currency exchange risk
The Group’s foreign operations are currently small in comparison to the remainder of the Group. As such, the Group transacts in
foreign currency on a spot rate basis.
113
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
26. Provisions
Warranty
provision
£’000
Legal and
other claims
£’000
Total
£’000
At 1 May 2023
845
7,298
8,143
Utilised
–
–
–
Additional provision
419
–
419
Released unused
–
(498)
(498)
At 30 April 2024
1,264
6,800
8,064
The warranty provision relates to customer claims and is based on potential costs to make good defects and associated legal and
professional fees in contesting and settling the claims. The increase in the warranty provision of £419,000 relates to an increase
in provision for 1 existing claim and 1 new claim arising in the year. The decrease in legal and other claims is based on the
information available to management at the year-end.
Additionally, in common with comparable companies in the sector, the Group is involved in a small number of commercial
disputes in the ordinary course of business, which may give rise to claims by customers. These types of claims can take several
years to come to light and can also take several years to resolve and so it can take many months, or years, before management
are able to reliably estimate the likely cost of resolution. The legal and other claims provision includes management’s best estimate
of the costs that are likely to be incurred in defending and concluding such ongoing claims against the Group. The Group carries
insurance and any reimbursements, where material and considered virtually certain, are treated as separate assets and disclosed
within other receivables (see note 19). In the statement of comprehensive income, the expense relating to a provision is presented
net of the amount recognised for the insurance reimbursement. No separate disclosure is made of the detail of these claims or
proceedings, or the costs recovered by insurance, as the negotiations are ongoing in respect of the claims and further disclosure
could be seriously prejudicial to the Group.
27. Contingent liabilities
The Group is involved in 3 further warranty claims for which management are presently unable to reliably estimate the likely costs
of defending, concluding or settling. The Group carries insurance in respect of the full cost of these claims for which any excess
has been provided for within provisions above. Therefore, management consider there to be no further income statement or cash
exposure in relation to these claims. At such time management consider it possible to reliably estimate the costs of defending,
concluding or settling these claims, a provision will be made in the financial statements along with any virtually certain insurance
receivables. No disclosure is made of the detail of these claims as the investigation and negotiations are ongoing and further
disclosure could be seriously prejudicial to the Group.
28. Deferred tax
Deferred tax liabilities
Accelerated
allowances
£’000
Total
£’000
At 1 May 2022
3,989
3,989
Charge to income statement
1,025
1,025
Charge to equity
–
–
At 30 April 2023
5,014
5,014
On business combination
561
561
Charge to income statement
421
421
Charge to equity
–
–
At 30 April 2024
5,996
5,996
114 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
28. Deferred tax continued
Deferred tax assets
Unutilised
losses
£’000
Short-term
timing
differences
£’000
Share-based
Payments
£’000
Total
£’000
At 1 May 2022
307
8
–
315
Charge to income statement
244
9
78
331
Charge to equity
–
–
65
65
At 30 April 2023
551
17
143
711
On business combination
157
(23)
–
134
Credit/(charge) to income statement
(251)
6
54
(191)
Credit to equity
–
–
–
–
At 30 April 2024
457
–
197
654
The Group offsets deferred tax assets and deferred tax liabilities as they relate to income taxes levied by the same taxation
authority on the same taxable entity.
UK
authority
Canadian
authority
Total
Deferred tax assets
265
389
654
Deferred tax liability
(5,996)
–
(5,996)
Total deferred tax
(5,731)
389
(5,342)
The deferred tax liability as at 30 April 2024 is £5,731,000 (2023: £4,303,000). The deferred tax asset as at 30 April 2024 is
£389,000 (2023: £nil).
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2023: 25%), being the
rate at which deferred tax is expected to reverse in the future (see note 12).
The Group has recognised a deferred tax asset in relation to £1,828,000 (2023: £2,205,000) of tax losses carried forward on the
basis that taxable profits will be available in the future, against which the losses can be utilised. Of the tax losses caried forwards
£1,390,000 (2023: £nil) relates to the Canadian authority, and £438,000 (2023: £2,205,000) relates to the UK authority. There are
no unused tax losses that have not been recognised (2023: £nil).
29. Share capital
Number
of shares
’000
Ordinary
shares
£’000
Share
premium
£’000
Authorised
At 1 May 2023
106,667
2,133
8,633
Issue of 74,283 ordinary shares of 2p each
74
2
–
At 30 April 2024
106,741
2,135
8,633
All shares are allotted, issued and fully paid. The nominal value of all ordinary shares is 2p.
New shares issued in the current year relate to shares issued on exercise of options under the Group’s LTIP scheme.
Share options
The maximum total number of ordinary shares exercisable under the Group’s LTIP scheme is 1,160,548 (2023: nil).
The maximum total number of ordinary shares exercisable under the Group’s CSOP scheme amounts to nil (2023: 472,500). As at
30 April 2024, the vested options under the Group’s CSOP scheme are under water and, therefore, are not exercisable.
The maximum total number of ordinary shares that may vest in the future, in respect of conditional performance share plan
awards at 30 April 2024, amounted to 4,093,154 (2023: 6,555,878). These shares will only be issued subject to satisfying certain
performance criteria (note 30).
115
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
30. Share-based payments
The Company operates 3 share-based incentive schemes for employees, known as the Van Elle Holdings plc Long-Term Incentive
Plan (“LTIP”), the Van Elle Holdings plc Company Share Option Plan (“CSOP”) and the Van Elle Holdings plc Save-As-You-Earn Plan
(“SAYE”). All schemes are UK tax authority-approved schemes and the CSOP and SAYE schemes are tax-advantaged schemes.
The Group recognised total expenses of £253,000 (2023: £171,000) in respect of equity-settled share-based payment transactions
in the year.
Long-Term Incentive Plan (“LTIP”)
The Group operates an LTIP for senior executives. Share options were granted on 4 September 2023 to senior executives. The
exercise price is 2p, being the nominal value of shares. The options will vest after 3 years assuming continuing employment with
the Company. The extent to which the options will vest is dependent upon the Company’s performance over the 3-year period set
at the date of grant. The vesting of 50% of the awards will be determined by the Company’s relative total shareholder return (“TSR”)
performance and the other 50% by the Company’s absolute ROCE performance.
A previous grant of options on 30 September 2020 vested during the financial year on 30 September 2023. A total of 2,592,696
options were granted with vesting of 50% of the awards to be determined by the Company’s TSR performance over the 3-year
vesting period and the other 50% by ROCE performance in FY2023. A total of 1,282,490 options vested on 30 September 2023.
Of the options vested prior to 30 April 2024, 74,284 have been exercised and 47,658 have been forfeited in lieu of payment of
income tax and national insurance due on exercise of the options.
The grant of options in September 2021 remains within its vesting period and no grant of options was made in 2022.
Details of the maximum total number of ordinary shares, which may be issued in future periods in respect of conditional share
awards at 30 April 2024, are shown below.
2024
Number
2023
Number
At 1 May
3,736,669
5,479,791
Lapsed in the year
(1,172,038)
(1,265,430)
Granted in the year
1,149,499
–
Forfeited in the year
(138,503)
(477,692)
Exercised in the year
(74,284)
–
At 30 April
3,501,343
3,736,669
The weighted average exercise price for all options is £0.02. Of the total number of options outstanding at 30 April 2024,
1,160,548 had vested or were exercisable.
The weighted average fair value of each option granted during the year was £0.40 (2023: £nil). The weighted average remaining
contractual life for share options outstanding at the balance sheet date was 93 months (2023: 93 months).
The following information is relevant in the determination of the fair value of options granted in the financial year under the LTIP.
2024
Option pricing model used
Monte Carlo simulation/Black–Scholes
Weighted average share price at grant date
£0.45
Exercise price
£0.02
Expected life
3 years
Expected volatility
39.96%
Dividend yield
2.67%
Risk-free interest rate (zero-coupon bonds)
4.22%
Fair value of option (weighted average)
£0.40
The expected volatility is based on historical volatility over the period since listing. The risk-free rate is the yield of zero-coupon
government bonds of a term consistent with the assumed option life.
116 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
30. Share-based payments continued
Company Share Ownership Plan (“CSOP”)
The Group operates a CSOP scheme for certain long-serving employees with over 10 years’ service at the time of listing of the
Company.
Details of the maximum total number of ordinary shares that may be exercised in future periods in respect of conditional share
awards at 30 April 2024 are shown below.
2024
Number
2023
Number
At 1 May
1,296,530
1,516,948
Forfeited in the year
(20,000)
(220,418)
At 30 April
1,276,530
1,296,530
The weighted average exercise price for all options is £0.79 (2023: £0.80). The weighted average remaining contractual life for
share options outstanding at the balance sheet date for the combined grants was 43 months (2023: 54 months).
Of the total number of options outstanding at 30 April 2024, 1,276,530 had vested or were exercisable.
Save-As-You-Earn Plan (“SAYE”)
The Group operates a SAYE scheme open to all employees.
No grant of options under this scheme has been made in the current year.
In the prior year, on 22 February 2023, 2,012,999 share options were granted to 103 participants. The option price was set at
£0.40, which represented a 20% discount on the closing share price on 26 January 2023. The options have a term of 3 years
starting on 1 April 2023, maturing on 1 April 2026. Participants have 6 months from 1 April 2026 to exercise options.
Details of the maximum total number of ordinary shares, which may be issued in future periods in respect of conditional share
awards at 30 April 2024, are shown below.
2024
Number
2023
Number
At 1 May
1,995,179
1,108,166
Lapsed in the year
–
(1,108,166)
Granted in the year
–
2,012,999
Forfeited in the year
(390,466)
(17,820)
At 30 April
1,604,713
1,995,179
The weighted average remaining contractual life for share options outstanding at the balance sheet date was 28 months (2023:
40 months). The weighted average fair value of each option granted during the year was £nil (2023: £0.19). Of the total number of
options outstanding at 30 April 2024, nil had vested or were exercisable.
31. Reserves
The following describes the nature and purpose of each reserve within equity:
Share premium
The amount of capital contributed in excess of the nominal value of each ordinary share.
Other reserves
The amount of capital contributed in excess of the nominal value of each ordinary share in respect of the
“cash box” share placing on 9 April 2020 net of transaction costs.
Retained earnings
All other net gains and losses and transactions with owners not recognised elsewhere.
117
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
32. Analysis of cash and cash equivalents and reconciliation to net debt
2023
Restated
£’000
Cash flows
£’000
Non-cash
flows
£’000
2024
£’000
Cash at bank
8,847
(2,883)
–
5,964
Cash in hand
38
–
–
38
Cash and cash equivalents
8,885
(2,883)
–
6,002
Loans and borrowings
(1,158)
1,158
–
–
Lease liabilities
(7,359)
2,729
(3,016)
(7,646)
Net funds/(debt) including IFRS 16 Property
and Vehicle Lease Liabilities
367
1,004
(3,016)
(1,644)
Cash flows in respect of lease liabilities include interest paid on leases of £335,000 (2023: £388,000) and principal paid of
£3,553,000 (2023: £2,394,000).
Non-cash flows in respect of lease liabilities include the financing of £1,044,000 (2023: £2,903,000) of fixed assets on long-term
hire, £1,639,000 of lease liabilities arising on business combinations and interest expense of £335,000 (2023: £388,000).
2022
£’000
Cash flows
£’000
Non-cash
flows
£’000
2023
Restated
£’000
Cash at bank
6,948
1,899
–
8,847
Cash in hand
39
(1)
–
38
Cash and cash equivalents
6,987
1,898
–
8,885
Loans and borrowings
–
(1,158)
–
(1,158)
Lease liabilities
(6,853)
2,396
(2,903)
(7,360)
Net funds/(debt) including IFRS 16 Property
and Vehicle Lease Liabilities
134
3,136
(2,903)
367
33. Capital commitments
2024
£’000
2023
£’000
Contracted but not provided for
2,228
3,886
34. Related party transactions
Details of Directors’ remuneration and key management personnel remuneration are given in note 10.
During the year, transactions with Directors and key management personnel included the purchase of shares on an arm’s
length basis.
The CEO’s spouse was employed by the Group, working on a part time basis within the HR function. Remuneration is on an arm’s
length basis with £11,000 paid in salary during the current year (2023: £14,000).
The Group has not made any allowance for bad or doubtful debts in respect of related party debtors, nor has any guarantee been
given or received during 2024 or 2023 regarding related party debtors.
118 Van Elle Holdings plc Annual report and accounts 2024
Notes to the consolidated financial statements continued
For the year ended 30 April 2024
35. Business combinations
On 30 November 2023, the Group acquired the entire share capital of Rock & Alluvium Limited for total consideration of
£3,920,000, of which £1,800,000 was paid on 30 November 2023 and £2,120,000 is payable on 30 November 2024.
Rock & Alluvium Limited is a leading UK-based piling specialist with a strong reputation primarily serving the residential and
commercial sectors in London and the South East. The acquisition of Rock & Alluvium provides the Group with an established
presence in the South East, a region with good mid-term growth prospects, which was previously under-served by Van Elle.
The fair value of the acquiree’s assets and liabilities at the acquisition date of 30 November 2023 are shown in the table below:
Acquiree’s net assets at the acquisition date
Fair value
£’000
Property, plant and equipment
4,561
Stock
39
Trade and other receivables
2,231
Trade and other payables
(1,714)
Lease liabilities
(1,639)
Deferred tax liability
(427)
Net identifiable assets
3,052
Goodwill
868
Total consideration
3,920
Cash was not acquired as part of the acquisition.
The amounts recognised in the business combination are provisional values which may be subject to change when detailed
purchase price allocations work is carried out to value any further intangibles. These amounts would be adjusted in the financial
year ending 30 April 2025.
The post-acquisition period includes revenue of £8,090,000 and operating profit of £223,000.
Acquisition costs of £228,000 were incurred as part of the business combination. These costs have been classified as
non-underlying costs in the year ended 30 April 2024 as detailed in note 8.
36. Post balance sheet events
On 24 May 2024, a longstanding legal claim with a customer regarding the consequences of failures in piling work was settled at
£7.0m. The claim was covered by the Group’s professional indemnity insurance and was settled within the insurance cap. The
insurance excess was settled by the Group in a previous financial year. The claim liability and associated insurance receivable as at
30 April 2024 have been updated to reflect the agreed settlement value.
On 4 June 2024, the court hearing regarding the death of a third-party haulier following the failure of a Van Elle piling rig at the
Annan site in Scotland in April 2021 resulted in a fine of £250,000. This fine was paid on 24 June 2024 and has been recognised as
a liability as at 30 April 2024.
37. Prior period restatement
Following review of the financial statements for the year ended 30 April 2023 by the Financial Reporting Council, it was identified
that retrospective hire purchase financing taken out during the year ended 30 April 2023 was classified as a lease liability with an
associated right of use asset. As the relevant assets were previously purchased and owned by the Group, control over the asset
was not deemed to have passed to the financing company at the point of taking out the hire purchase financing. The nature of the
financing was therefore that of a loan rather than a lease and the asset was an owned asset rather than a right of use asset.
A restatement of the 30 April 2023 balance sheet and cash flow statement has been made with the value of the liability as at 30
April 2023 of £1,158,000 being reclassified from lease liabilities to loans and borrowings and the net book value of the assets
of £1,552,000 being reclassified from right of use plant and machinery to owned plant and machinery. Within the cash flow
statement proceeds from hire purchase financing of £1,544,000 have been reclassified from proceeds from new hire purchasing
finance to proceeds from new borrowings and repayments in the period of £386,000 have been reclassified from principal paid on
lease liabilities to repayment of borrowings.
There is no impact of the above on the opening balance sheet as at 1 May 2022.
There is no impact on the Group’s income statement in the year ended 30 April 2023 and there is no impact on the Group’s net
assets as at 30 April 2023.
119
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
Note
2024
£’000
2023
restated
£’000
Non-current assets
Investments
6
7,265
7,013
Trade and other receivables
7
10,521
11,016
17,786
18,029
Total assets
17,786
18,029
Current liabilities
Trade and other payables
8
31
31
31
31
Net assets
17,755
17,998
Equity
Share capital
10
2,135
2,133
Share premium
10
8,633
8,633
Other reserve
5,807
5,807
Retained earnings
1,180
1,425
Total equity
17,755
17,998
The Company has not presented its own profit and loss account as permitted by Section 408 of the Companies Act 2006. The
Company’s profit after taxation for the year amounted to £782,000 (2023: £2,134,000). The Company’s profit after tax in the current
and prior year related to the receipt of dividends from subsidiary company Van Elle Limited, less the corporation tax charge.
The financial statements were approved and authorised for issue by the Board of Directors on 23 July 2024 and were signed on its
behalf by:
Graeme Campbell
Chief Financial Officer
The notes on pages 122 to 126 form part of these financial statements.
120 Van Elle Holdings plc Annual report and accounts 2024
Parent company statement of financial position
As at 30 April 2024
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 May 2022
2,133
8,633
5,807
613
17,186
Total comprehensive income
–
–
–
2,134
2,134
Dividends paid
–
–
–
(1,493)
(1,493)
Share-based payment expense
–
–
–
171
171
Balance at 30 April 2023
2,133
8,633
5,807
1,425
17,998
Total comprehensive income
–
–
–
782
782
Dividends paid
–
–
–
(1,280)
(1,280)
Share-based payment expense
–
–
–
253
253
Balance at 30 April 2024
2,135
8,633
5,807
1,180
17,755
The notes on pages 122 to 126 form part of these financial statements.
121
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
Parent company statement of changes in equity
For the year ended 30 April 2024
1. General information
These financial statements were approved and authorised for issue by the Board of Directors on 23 July 2023.
Van Elle Holdings plc is a public limited company incorporated and domiciled in the UK under the Companies Act 2006.
The address of the Company’s registered office is Van Elle Holdings plc, Southwell Lane Industrial Estate, Summit Close,
Kirkby-in-Ashfield, Nottinghamshire NG17 8GJ. The Company has its primary listing on AIM, part of the London Stock Exchange.
2. Basis of preparation
The financial statements of Van Elle Holdings plc (the “Company”) are presented as required by the Companies Act 2006. The
financial statements have been prepared in accordance with UK-adopted International Accounting Standards in conformity with
the requirements of the Companies Act 2006. The Company financial statements have been prepared on the going concern basis
and adopting the historical cost convention.
The Company financial statements are presented in Sterling, which is also the Company’s functional currency. Amounts are
rounded to the nearest thousand, unless otherwise stated.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act and not presented an
income statement or a statement of comprehensive income for the Company. The profit for the year is disclosed in the statement
of changes in equity. The Company has no direct employees and all personnel costs are borne by the subsidiary company, Van
Elle Limited.
The parent company does not maintain a separate bank account and all cash flows are transacted by subsidiary undertakings and,
therefore, a statement of cash flows is not presented.
The parent company does not employ any staff.
The assessment of going concern and the adoption of new accounting standards are consistent with those set out in note 2 of the
consolidated financial statements.
3. Significant accounting policies
The policies adopted by the Company are consistent with those set out in note 3 to the consolidated financial statements. The
following additional policies are also relevant to the Company financial statements.
Investments
Investments in subsidiary undertakings are valued at cost, being the fair value of the consideration given and including directly
attributable transaction costs. The carrying value is reviewed for impairment if events or changes in circumstances indicate the
carrying value may not be recoverable.
Receivables from Group undertakings
The Company holds intercompany loans with subsidiary undertakings, which are repayable on demand. None of these loans are
past due nor impaired. The carrying value of these loans approximates their fair value.
Dividends received
Revenue is recognised when the Company’s right to receive the payment is established, which is generally when the shareholders
approve the dividend.
Dividends paid
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final
equity dividends are recognised when approved by the shareholders at an Annual General Meeting.
122 Van Elle Holdings plc Annual report and accounts 2024
Notes to the company financial STATEMENTS
For the year ended 30 April 2024
4. Critical accounting estimates and judgements
The preparation of the Company financial statements requires the use of certain judgements, estimates and assumptions that
affect the reported amount of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will seldom equal the
actual results. The estimates and assumptions relevant to the financial statements are embedded within the relevant notes in the
consolidated financial statements.
Carrying value of investments
The key source of estimation uncertainty at the reporting date that has a risk of causing a material adjustment to the parent
company financial statements is the recoverability of the investments set out in note 6.
The recoverability is estimated based on the expected performance and value of the investments factoring in the potential
expected future net cash flow to be generated from the investment. The Company based its estimation on information available
when these financial statements were prepared. Existing circumstances and assumptions about future developments may change
due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected when they occur.
5. Dividends
2024
£’000
2023
£’000
Final dividend – year ended 30 April 2023
0.8p (2023: 1.0p) per ordinary share paid during the year
853
1,067
Interim dividend – year ended 30 April 2024
0.4p (2023: 0.4p) per ordinary share paid during the year
427
426
1,280
1,493
A final dividend for the year ended 30 April 2024 of 0.8p per share amounting to £853,922 is proposed. This represents a total
dividend of 1.2p per share for the full year. The final dividend will be paid on 18 October 2024 to the shareholders on the register
at the close of business on 4 October 2024. The proposed final dividend is subject to approval by the shareholders at the Annual
General Meeting and has not been included as a liability in these financial statements.
123
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
6. Investments
2024
£’000
2023
£’000
Cost
At 30 April
7,265
7,013
The undertakings in which the Company has an interest at the year-end are as follows:
Class of
share capital
held
Proportion
of share
capital held
Nature of business
Subsidiary undertakings
Van Elle Limited
Ordinary
100%
Open-site piling, ground stabilisation, restricted access
micro piling, site investigation and subsidence repair in the
construction/civil engineering sector
Subsidiary undertakings of Van Elle Limited
A & G (Steavenson) Limited
Ordinary
100%
Dormant
Dram Investments Limited
Ordinary
100%
Dormant
Van Elle 15 Ltd
Ordinary
100%
Dormant
Van Elle Canada Inc
Ordinary
100%
Piling and ground stabilisation in the Rail construction/civil
engineering sector in Canada
Rock & Alluvium Limited
Ordinary
100%
Specialist foundation services with specific regard to lead
bearing piles for the construction and civil engineering industries
ScrewFast Foundations Limited
Ordinary
100%
Design, supply and installation of helical piles
The registered office of all subsidiary undertakings is Southwell Lane Industrial Estate, Summit Close, Kirkby-in-Ashfield,
Nottinghamshire NG17 8GJ.
7. Trade and other receivables
2024
£’000
2023
£’000
Receivables from Group undertakings
10,521
11,016
Financial assets classified as loans and receivables
10,521
11,016
The receivables from Group undertakings represent an interest-free loan to the subsidiary, which is repayable on demand. Whilst
the loan is legally repayable on demand, management do not expect the balance to be settled within the next 12 months and
therefore this has been disclosed as a non-current receivable. In assessing the expected credit loss, the general approach has
been applied. The subsidiary has resources to repay the loan on demand at the year-end and as such, the probability of default
is considered to be very low and any expected credit loss is immaterial. There has been no change in credit risk since initial
recognition.
8. Trade and other payables
2024
£’000
2023
£’000
Other payables
31
31
Financial liabilities measured at amortised cost
31
31
124 Van Elle Holdings plc Annual report and accounts 2024
Notes to the company financial statements continued
For the year ended 30 April 2024
9. Financial instruments and risk management
The Company’s financial instruments comprise receivables and payables, which arise from its operations. The carrying amounts of
all the Company’s financial instruments are measured at amortised cost in the financial statements.
Financial instruments by category
Amortised cost
2024
£’000
2023
£’000
Financial assets
Trade and other receivables
10,521
11,016
Total financial assets
10,521
11,016
Amortised cost
2024
£’000
2023
£’000
Current financial liabilities
Trade and other payables
31
31
Total financial liabilities
31
31
Financial risk management
The Company’s objectives when managing finance and capital are detailed in note 25 of the consolidated financial statements.
125
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
10. Share capital
Number
of shares
’000
Ordinary
shares
£’000
Share
premium
£’000
Authorised
At 1 May 2023
106,667
2,133
8,633
Issue of 74,283 ordinary shares of 2p each
74
2
–
At 30 April 2024
106,741
2,135
8,633
All shares are allotted, issued and fully paid. The nominal value of all ordinary shares is 2p.
New shares issued in the current year relate to shares issued on exercise of options under the Group’s LTIP scheme.
11. Share-based payments
For detailed disclosures of share-based payments granted to employees, refer to note 30 of the consolidated financial statements.
12. Reserves
The nature and purpose of each reserve are provided in note 31 of the consolidated financial statements.
13. Related parties
Related party income and expenditure comprise dividends receivable from its subsidiary undertaking, Van Elle Limited, and
adjustments for Group relief. No other income or expenditure is recognised in the Company accounts and any costs incidental
to its operation are borne by Van Elle Limited. The remuneration of the Board, which is the key management personnel of the
Company and, therefore, related parties of the Group, is set out in the annual report on remuneration on page 74.
The Company does not maintain a separate bank account and instead maintains an intercompany balance with its subsidiary
undertaking in respect of internal funding. The amount outstanding from Van Elle Limited at 30 April 2024 was £10,715,000
(2023: £11,016,000).
14. Ultimate controlling party
The Company does not have an ultimate controlling party.
126 Van Elle Holdings plc Annual report and accounts 2024
Notes to the company financial statements continued
For the year ended 30 April 2024
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
Registered office and advisers
Directors
Frank Nelson (Non-Executive Chair)
David Hurcomb (Non-Executive Director)
Charles St John (Non-Executive Director)
Mark Cutler (Chief Executive Officer)
Graeme Campbell (Chief Financial Officer)
Group Company Secretary
Mark Cutler (Chief Executive Officer)
Graeme Campbell (Chief Financial Officer)
Registered office
Southwell Lane Industrial Estate
Summit Close
Kirkby-in-Ashfield
Nottinghamshire
NG17 8GJ
Company registered number
04720018
Nominated adviser and broker
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Solicitors
Eversheds Sutherland (International) LLP
Eversheds House
70 Great Bridgewater Street
Manchester
M1 5ES
Registered auditor
BDO LLP
2 Snow Hill
Queensway
Birmingham
B4 6GA
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Banker
Lloyds Bank PLC
33 Park Row
Butt Dyke House
Nottingham
NG1 6GY
Financial PR
Walbrook Public Relations
75 King William Street
London
EC4N 7BE
Van Elle Holdings plc
Southwell Lane Industrial Estate
Summit Close
Kirkby-in-Ashfield
Nottinghamshire
NG17 8GJ
+44 (0) 1773 580580
info@van-elle.co.uk
127
Van Elle Holdings plc Annual report and accounts 2024
Financial Statements
Corporate information
Van Elle Holdings plc
Southwell Lane Industrial Estate
Summit Close
Kirkby-in-Ashfield
Nottinghamshire
NG17 8GJ
+44 (0) 1773 580580
info@van-elle.co.uk