ORION_ELECTROTECH_LIMITED - Accounts

The directors present the strategic report for the year ended 30 June 2023.

The board are pleased with the results for the 12 month period.

Despite challenges in the Gas sector in the second half of the year, gross profits were only marginally behind the previous year due to healthy growth in the permanent sector. Continued investment in high calibre staff, and a drive to maintain and build on the company's presence in the marketplace through targeted advertising, did mean an increase in overheads but this investment was imperative to maintain future profitability.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

As a technical recruitment agency, the company continues to deal in the placement of permanent and contract staff into the engineering, electronics, manufacturing, rail, construction and gas industries.

The principal risk to the company would arise from a downturn in the activity in the specialist markets to which it provides recruitment services.

The company has the benefit of a high market share and good customer relationships which has added relative resilience of the business through the cycle.

Financial risks of the company are discussed in the Directors' Report on pages 2 to 3.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross profit, net profit before tax and net assets. The company's key financial indicators during the 12 month period were as follows:

Turnover increased by £310,659 compared to the previous year. This reflects the buoyant market conditions in the permanent sector, resulting in a 12% increase in revenue from permanent placements. Gross profit dropped by 1.3% due to a reduction of profit margins (2022 25.7%, 2023 25.2%)– this is forecast to reduce slightly in FY24 (forecast at Feb24 24.1%). PBT dropped by 26%, primarily due to the company investing in its workforce both by consolidating existing headcount but also investing in increasing numbers to support future growth. Net assets saw an increase of nearly 10% as a combined result of increased debtors and reduced current liabilities.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2023.

The principal activity of the company continued to be that of a technical recruitment agency.

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

Dividends

During the year, the directors declared and paid ordinary dividends of £1,473,832 (2022: £1,303,738). The directors do not recommend payment of a final dividend for the year. On 30th August 2023, the directors declared and paid an interim ordinary dividend of £632,208 and a further final dividend of £2,000,000 was declared and paid in September 2023. Both dividends will be recognised in the financial year ending 30 June 2024.

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

The company uses an operational bank account and an invoice discounting facility to provide day to day working capital. It makes no use of other financial instruments, other than those which are common to any business.

The directors consider that the company has low exposure to price, credit, liquidity or cash flow risk that is material for the assessment of the net assets, liabilities, financial position and profit of the company.

The company has debt cover to minimise exposure from customers. Furthermore the company also has a policy to credit score all new and existing customers, credit limits are amended every calendar month as policy.

The company continues to reduce its reliance on invoice discounting by retaining the profits generated. The company maintains low debtor days for the majority of customers and this strengthens the company's liquidity position.

The company has maintained operating profits in excess of £2m for the 6th consecutive year (including the Covid years) - this is despite challenges in the Gas sector during the second half of the year.

Client retention remains strong and staffing levels have grown steadily. Orion’s diversity over a range of market sectors continues to prove successful.

Strong management and cost controls continue to keep net profits healthy, which was successfully balanced against much needed investment in the company's employees, and flexible worker contracts allow tight control over cost of sales were turnover to drop.

The availability of workers has seen a growth of 10% YOY, reflecting a much steadier market after previous years challenges with recruitment legislation.

Ongoing issues with Russia and Ukraine continue to impact the Gas sector, but new contracts won over the past 6 months will help stabilise profitability.

The directors therefore remain confident that any possible future impact of Covid/Ukraine will be minimal. Orion has the proven flexibility to trade under such conditions. Additionally, there are no foreseen legislative changes that may have a material impact on the recruitment industry, or its trading sectors.

The company retains low level of cash at bank locally as excess cash is distributed to its ultimate parent company. Therefore, the company's ultimate parent company, Technopro Holdings, Inc., has issued a letter of support to the company confirming its support to the company to meet its liabilities including those of Orion Managed Services Limited, as they fall due to a maximum aggregate amount of £11m, where necessary, for a period of 12 months from the date of approving the financial statements for the year ended 30 June 2023.

The directors have prepared forecasts for a period of 12 months from the date of approving the 2023 financial statements based on the expected results and stress tested the potential outcome. Having reviewed the company's financial position, its operating forecasts and the support letter from Technopro Holdings, Inc., along with the directors' assessment of Technopro Holdings, Inc., to provide such support for a period of 12 months from the date of approving the financial statements for the year ended 30 June 2023, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors aim to maintain the management policies which have resulted in the company's performance and growth over the years.

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss for that period.

In preparing these financial statements the directors are required to:

•     select suitable accounting policies in accordance with Section 10 of FRS 102 and then apply them consistently;

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

•     present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

•     provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the group and company financial position and financial performance;

•     state whether applicable UK Accounting Standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; and

•     prepare the financial statements on the going concern basis unless it is appropriate to presume that the company will not 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 company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report and a directors’ report, that comply with that law and those regulation. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

We have audited the financial statements of Orion Electrotech Limited for the year ended 30 June 2023 which comprise the Profit and Loss Account, the Statement of Other Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 21, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice)”.

In our opinion the financial statements:

•     give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of 12 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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

•     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•     the financial statements are not in agreement with the accounting records and returns; or

•     certain disclosures of remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

As explained more fully in the directors’ responsibilities statement set out on page 4, 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 company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

Explanation as to what extent the audit was considered 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 irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.         

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are the Companies Act 2006, the Financial Reporting Standard 102, the United Kingdom direct and indirect tax regulations. In addition, the company must comply with operational and employment laws and regulations including health and safety regulations, environmental regulations and GDPR.

• We understood how the company is complying with those frameworks by making enquiries of management and senior finance personnel and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management, senior finance personnel and those charged with governance. We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud and gained an understanding as to how those procedures and controls are implemented and monitored. We audited the risk of management override of controls, including through testing certain non-standard journal entries and other adjustments for appropriateness. We also audited the risk of improper revenue recognition through performing audit procedures on revenue cut off.

• Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures included obtaining and reading management meeting minutes and relevant approval documents, enquiries of senior finance personnel and management and agreement of samples of transactions throughout the audit to supporting source documentation. In addition, we completed procedures to conclude on the compliance of the disclosures in the financial statements with all applicable reporting requirements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Orion Electrotech Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Bell Business Park, Smeaton Close, Aylesbury, Buckinghamshire, United Kingdom, HP19 8JR.

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

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

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

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

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Techno Holdings, Inc, a company incorporated in Japan. Consolidated financial statements are available from the following website: https://www.technoproholdings.com/en

The company has maintained operating profits in excess of £2m for the 6th consecutive year (including the Covid years) - this is despite challenges in the Gas sector during the second half of the year. true

Client retention remains strong and staffing levels have grown steadily. Orion’s diversity over a range of market sectors continues to prove successful.

Strong management and cost controls continue to keep net profits healthy, which was successfully balanced against much needed investment in the company's employees, and flexible worker contracts allow tight control over cost of sales were turnover to drop.

The availability of workers has seen a growth of 10% YOY, reflecting a much steadier market after previous years challenges with recruitment legislation.

Ongoing issues with Russia and Ukraine continue to impact the Gas sector, but new contracts won over the past 6 months will help stabilise profitability.

The directors therefore remain confident that any possible future impact of Covid/Ukraine will be minimal. Orion has the proven flexibility to trade under such conditions. Additionally, there are no foreseen legislative changes that may have a material impact on the recruitment industry, or its trading sectors.

The company retains low level of cash at bank locally as excess cash is distributed to its ultimate parent company. Therefore, the company's ultimate parent company, Technopro Holdings, Inc., has issued a letter of support to the company confirming its support to the company to meet its liabilities including those of Orion Managed Services Limited, as they fall due to a maximum aggregate amount of £11m, where necessary, for a period of 12 months from the date of approving the financial statements for the year ended 30 June 2023.

The directors have prepared forecasts for a period of 12 months from the date of approving the 2023 financial statements based on the expected results and stress tested the potential outcome. Having reviewed the company's financial position, its operating forecasts and the support letter from Technopro Holdings, Inc., along with the directors' assessment of Technopro Holdings, Inc., to provide such support for a period of 12 months from the date of approving the financial statements for the year ended 30 June 2023, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue arising from placement of permanent candidates is recognised at the time the candidate commences full time employment. Where a permanent candidate starts employment but does not work for the specified contractual period, a provision is made in respect of the required refund or credit note due to the client. Revenue arising from temporary placements is recognised over the period that temporary workers are provided.

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Amounts not paid are shown in creditors in the balance sheet.

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

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

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The directors are of the opinion that there are no significant estimates or judgments that could materially impact the financial statements.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

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

Finance bill 2022 set an increase in the main rate of corporation tax from 19% to 25% which was effective from the 1st April 2023.

Deferred tax has been measured using the tax rates that are enacted and expected to apply to the reversal of the timing difference.

Other debtors falling due after more than one year relates to the leasehold deposit held.

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

The net deferred tax liability expected to reverse in 2024 is £23,404. This primarily relates to the reversal of timing differences on accelerated capital allowances.

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

At the balance sheet date the company had outstanding pension commitments totalling £16,270 (2022: £9,024).

There are no restrictions on the distribution of dividends.

The share premium account records the amount above the nominal value received for shares sold, less transaction costs.                        

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with its immediate parent.

The parent undertaking is Orion Managed Services Limited, a company incorporated in England and Wales. The ultimate parent undertaking and controlling party is Technopro Holdings, Inc.

Consolidated accounts are prepared by Technopro Holdings, Inc. which can be obtained from the following website: https://www.technoproholdings.com/en

Technopro Holdings, Inc. is a company incorporated in Japan and is regarded as the company's ultimate parent undertaking and controlling party. This company is registered at the following address:

35F Roppongi Hills Mori Tower

6-10-1 Roppongi, Minato-ku

Tokyo 106-0032, Japan