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Registered number: 08349831










MICROSS UK SOLUTIONS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



 
MICROSS UK SOLUTIONS LIMITED
 

COMPANY INFORMATION


Directors
V M Buffa 
G Jefferies 




Registered number
08349831



Registered office
2 Hellesdon Park Road
Drayton High Road

Norwich

Norfolk

NR6 5DR




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB





 
MICROSS UK SOLUTIONS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditor's Report
 
6 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 35


 
MICROSS UK SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
Since our report of a year ago the global geopolitical changes experienced have ensured national security has never been more important. As global tensions intensify, and as the conflict in Ukraine continues, military spending is increasing. Even allowing for inflation, last year saw the steepest year-on-year increase in Europe in at least 30 years. It is also becoming clear that the events in Eastern Europe and growing tension in the Asia-Pacific region are driving planned increases in global defence expenditure. Whilst some additional funding will go to new equipment, there is a realisation that increasing the availability and capability of current and legacy military assets is crucial. Micross have a long-established position in these programs, in some cases as a Design or Technical Authority, and are ideally placed to support the customer as they make critical decisions to modernise and life-extend ageing assets and platforms. 
Driven by a world of evolving threats our customers have complex new and enhanced requirements and development programs have to be more agile and undertaken at an ever-greater pace to match that ever-changing landscape. With a foot in the Civil Aerospace and Space market place Micross is ideally positioned to support these new challenges.
2023 was a very successful year for the Group with consistent core business growth in all markets. Revenue and order book has continued to grow, with key strategic programs secured in the year. The Group continued to focus on long lived Multinational customers and programs 
Within the year we accomplished the acquisition of Technograph Microcircuits Ltd, further extending our capability in the field of complex hybrids. The acquisition provides a new larger facility, which was fully refurbished within the year, and provides a showcase for the business in the EMEA moving forwards.

Principal risks and uncertainties
 
Risk Management
The Board recognises strong risk management is key to our success and achievement of our strategic objectives. A rigorous assessment of the principle risks facing the Group is regularly undertaken with quick and effective responses taken when needed. These principle risks carry financial, operational and compliance impacts including those that threaten the business model, strategy, future performance, solvency and liquidity.
Risk management within the group is managed by senior operational management who are responsible for identifying, evaluation, reporting and managing the key risks in accordance with established processes using the Group’s operational policies and controls. This includes regular review of the Group risk register considering existing and emerging risks, risk scores and mitigation action plans prepared by risk owners to manage and reduce the risk. Reporting within the Group is structured so that key issues can be escalated rapidly through the management team to the board where appropriate.
Market risk
Fluctuations in customer demand are linked to the economic cycles of the geographical regions, industries and countries in which they operate. The Group constantly reviews market data, monitors working capital, restricts dependence on large customers and maintains a close working relationship with suppliers to manage its exposure.
Failure to identify market requirements
When undertaking new product developments, we follow a process which facilitates a thorough review process of the engineering development at various milestones throughout the project. This methodology is designed to ensure the product has no design defects, meets the required specification and is on time to exploit the market opportunity. We have a project management team to ensure compliance with our engineering development process


 
Page 1

 
MICROSS UK SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Global electronic component shortage
We work closely with our suppliers to understand key challenges as they present themselves. Our knowledge of the supply chain and engineering expertise can be utilised to find alternative sources or marginally different electronic product. We have also utilised the strength of the balance sheet to secure inventory early, ensuring availability of components to fulfil customer orders. With good communication to our customers highlighting the risks to product lead times we have been able to secure sales orders and commit purchase orders into the supply chain.
Key customer reliance
Our largest customers are very successful in their respective markets, and each has a long-established relationship with Micross. We continue to win further contracts with our existing customers and have good outlook visibility as well as being actively engaged with them on new opportunities. Micross is enhancing its account management strategies and mitigates this risk by working closely with customers, at all levels, to ensure that we are designed into their new products at an early stage, enabling us to develop products that meet their specifications and requirements.
We provide customers with a well-resourced programme and a high level of service with a focus on product quality and delivery which enables high customer retention rates. To broaden the customer base, we have engaged with new customers, across several different markets that may lead to significant business in the future.  The sales function has also been strengthened in both the direct and indirect channels and benefits from the ever-growing portfolio of products provided by the Group.
Talent retention and acquisition
Micross has a competitive remuneration package that is reflective of market conditions for key roles and is under review as conditions change with regular benchmarking exercises. We continue to invest in our teams to ensure we have the right skills to execute our strategy. We provide regular communications to all employees and by helping our employees gain an understanding of our strategic direction and objectives, we believe it enables them to make meaningful contributions to the achievement of our goals and successful execution of the plan.
Cost inflation and margin pressure
We can control some of these factors such as passing costs on to customers but some factors such as economic and political ones are beyond our control. Ensuring our pricing models are updated so we are quoting for new business with the latest cost base and reducing our energy consumption are some of the measures we have in place to protect our margins.
Cyber security and data integrity
As a supplier to the defence industry Micross has strong cyber security credentials including compliance with the Cyber Essentials scheme. Regular reviews are undertaken of the network security arrangements and training is provided regularly to users on cyber threats and other data loss/integrity risks. Micross also limits access to data and access is only provided to those users with a genuine business need. Data shared externally is conducted under contractual arrangements.
Financial risk management
The Group manages its foreign risk exposure where possible by invoicing in the currency that payment is expected to be received. In addition, where the buying and selling currencies are mismatched, the Group attempts to include contractual terms to enable a variable rate to be invoiced in the event of significant currency movements.
Before the commencement of trade with new customers, the Group assess their creditworthiness and sets authorised credit limits. A proactive approach to the identification and control of bad and doubtful debts is operated.

 
Page 2

 
MICROSS UK SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Competitive risk
The Group is at risk from the changes in market trading conditions driven by customer demand and the level of competition in the market places in which the Group operates. The Group attempts to offset such risks by maintaining a diversified portfolio of products and suppliers and by extending the geographical marketplaces in which it operates.

Financial key performance indicators
 
The Group’s key financial indicators during the year were as follows:
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This report was approved by the board and signed on its behalf.



G Jefferies
Director

Date: 15 August 2024

Page 3

 
MICROSS UK SOLUTIONS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

V M Buffa 
G Jefferies 

Directors' responsibilities statement

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

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £7,959,657 (2022 - £5,903,720).

Dividends of £3,275,758 (2022: £5,565,521) were paid during the year. There were no further proposed dividends during the year.

Future developments

The directors do not anticipate any change in the principal activity of the Group in the foreseeable future.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 4

 
MICROSS UK SOLUTIONS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





G Jefferies
Director

Date: 15 August 2024

Page 5

 
MICROSS UK SOLUTIONS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICROSS UK SOLUTIONS LIMITED
 

Opinion


We have audited the financial statements of Micross UK Solutions Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.
Page 6

 
MICROSS UK SOLUTIONS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICROSS UK SOLUTIONS LIMITED (CONTINUED)




Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


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' 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 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 Group financial statements
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
Page 7

 
MICROSS UK SOLUTIONS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MICROSS UK SOLUTIONS LIMITED (CONTINUED)


The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


A further description of our responsibilities for the audit of the financial statements is located 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 Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Jonathan Baillie BA(Hons) ACA FCCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Communications Road
Greenham Business Park
Greenham
Newbury
Berkshire
RG19 6AB

 
Date: 
15 August 2024
Page 8

 
MICROSS UK SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
32,642,433
26,067,304

Cost of sales
  
(16,034,641)
(14,073,135)

Gross profit
  
16,607,792
11,994,169

Administrative expenses
  
(6,394,919)
(4,566,455)

Exceptional administrative expenses
  
-
(208,633)

Other operating income
 5 
229,616
-

Operating profit
 6 
10,442,489
7,219,081

Interest receivable and similar income
  
10
5

Interest payable and similar expenses
  
(1,928)
(1,066)

Profit before taxation
  
10,440,571
7,218,020

Tax on profit
 9 
(2,480,914)
(1,314,300)

Profit for the financial year
  
7,959,657
5,903,720

Profit for the year attributable to:
  

Owners of the parent Company
  
7,959,657
5,903,720

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 16 to 35 form part of these financial statements.

Page 9

 
MICROSS UK SOLUTIONS LIMITED
REGISTERED NUMBER: 08349831

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
116,587
-

Tangible assets
 12 
2,475,217
1,254,804

  
2,591,804
1,254,804

Current assets
  

Stocks
 14 
4,282,066
2,368,697

Debtors: amounts falling due within one year
 15 
13,309,521
5,712,587

Cash at bank and in hand
 16 
2,692,389
2,843,990

  
20,283,976
10,925,274

Creditors: amounts falling due within one year
 17 
(8,833,136)
(2,982,979)

Net current assets
  
 
 
11,450,840
 
 
7,942,295

Total assets less current liabilities
  
14,042,644
9,197,099

Provisions for liabilities
  

Deferred taxation
 19 
(169,913)
(158,267)

Other provisions
 20 
(150,000)
-

  
 
 
(319,913)
 
 
(158,267)

Net assets
  
13,722,731
9,038,832


Capital and reserves
  

Called up share capital 
 21 
40,194,781
40,194,781

Merger reserve
 22 
(33,248,407)
(33,248,407)

Profit and loss account
 22 
6,776,357
2,092,458

  
13,722,731
9,038,832


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G Jefferies
Director

Date: 15 August 2024

The notes on pages 16 to 35 form part of these financial statements.

Page 10

 
MICROSS UK SOLUTIONS LIMITED
REGISTERED NUMBER: 08349831

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 13 
40,248,408
40,248,408

Net assets
  
40,248,408
40,248,408


Capital and reserves
  

Called up share capital 
 21 
40,194,781
40,194,781

Profit and loss account
 22 
53,627
53,627

  
40,248,408
40,248,408


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



G Jefferies
Director

Date: 15 August 2024

The notes on pages 16 to 35 form part of these financial statements.

Page 11

 
MICROSS UK SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
40,194,781
(33,248,407)
2,092,458
9,038,832



Profit for the year
-
-
7,959,657
7,959,657

Dividends: Equity capital
-
-
(3,275,758)
(3,275,758)


At 31 December 2023
40,194,781
(33,248,407)
6,776,357
13,722,731



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
40,194,781
(33,248,407)
1,754,259
8,700,633



Profit for the year
-
-
5,903,720
5,903,720

Dividends: Equity capital
-
-
(5,565,521)
(5,565,521)


At 31 December 2022
40,194,781
(33,248,407)
2,092,458
9,038,832


The notes on pages 16 to 35 form part of these financial statements.

Page 12

 
MICROSS UK SOLUTIONS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
40,194,781
53,627
40,248,408



Profit for the year
-
3,275,758
3,275,758

Dividends: Equity capital
-
(3,275,758)
(3,275,758)


At 31 December 2023
40,194,781
53,627
40,248,408



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
40,194,781
53,627
40,248,408



Profit for the year
-
5,565,521
5,565,521

Dividends: Equity capital
-
(5,565,521)
(5,565,521)


At 31 December 2022
40,194,781
53,627
40,248,408


The notes on pages 16 to 35 form part of these financial statements.

Page 13

 
MICROSS UK SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
7,959,657
5,903,720

Adjustments for:

Depreciation of tangible assets
701,437
601,339

Loss on disposal of tangible assets
13,000
-

Interest paid
1,928
1,061

Interest received
(10)
-

Taxation charge
2,480,914
1,314,300

(Increase)/decrease in stocks
(384,181)
15,854

(Increase) in debtors
(2,924,592)
(424,007)

(Increase) in amounts owed by groups
(3,930,097)
(8,881)

Increase in creditors
1,049,656
698,077

Increase/(decrease)) in amounts owed to groups
1,801,804
(206,949)

Corporation tax (paid)
(821,249)
(1,663,393)

Net cash generated from operating activities

5,948,267
6,231,121


Cash flows from investing activities

Purchase of tangible fixed assets
(1,572,689)
(272,701)

Purchase of subsidiary undertaking, net of cash
(1,249,503)
-

Interest received
10
-

Net cash from investing activities

(2,822,182)
(272,701)

Cash flows from financing activities

Dividends paid
(3,275,758)
(5,565,521)

Interest paid
(1,928)
(1,061)

Net cash used in financing activities
(3,277,686)
(5,566,582)

Net (decrease)/increase in cash and cash equivalents
(151,601)
391,838

Cash and cash equivalents at beginning of year
2,843,990
2,452,152

Cash and cash equivalents at the end of year
2,692,389
2,843,990


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,692,389
2,843,990


The notes on pages 16 to 35 form part of these financial statements.

Page 14

 
MICROSS UK SOLUTIONS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

2,843,990

(151,601)

2,692,389


2,843,990
(151,601)
2,692,389

The notes on pages 16 to 35 form part of these financial statements.

Page 15

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The company is a limited liability company incorporated in England and Wales. Its principal activity is that of a holding company. The principal activity of the group is that of microchip inspection and distribution.
The company's registered office and principal place of business is 2 Hellesden Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The group reconstruction effected in 2013 has been accounted for using merger accounting principles, in order to meet the overriding requirement under section 404(5) of the Companies Act 2006 for financial statements to present a true and fair view. The transaction does not meet one of the conditions for merger accounting under the Companies Act 2006. However, the Directors consider that the alternative approach of acquisition accounting, with the restatement of separable assets and liabilities to fair values, the creation of goodwill and inclusion of post-reorganisation results only, would not give a true and fair view of the Group's results and financial position. The substance of the transaction was not the acquisition of a business but a group reconstruction under which a new holding company has been established with all the former ordinary shareholders of Micross Components Holdings Limited having the same proportionate interest in the new holding company as they had previously held in Micross Components Holdings Limited. The Directors consider that it is not practicable to quantify the effect of this departure from the Companies Act 2006 requirements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form 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 purchase 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 Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

The adoption of merger accounting presents Micross UK Solutions Limited as if it had always been the parent undertaking of the Group. 

Page 16

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

  
2.4

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
4 to 10 years
Plant and machinery
-
10 years
Fixtures and fittings
-
3 to 5 years
Other fixed assets
-
Depreciation will commence when construction is completed

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 18

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, 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

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the
Page 19

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Financial instruments (continued)

effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.13

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.14

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.

Page 20

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 21

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.19

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.20

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 22

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The key judgment made by management is whether the financial statements should be prepared using merger accounting rather than acquisition accounting as detailed further in accounting policy 1.1 above. The directors believe that the appication of merger accounting is required in order for the financial statements to show a true and fair view.
Taxation
The group establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. 
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.
Provisions
Provisions are estimated by the group based upon past experiences from similar contracts and with knowledge of known issues that management are confident will result in an outflow of economic benefit from the company.

Page 23

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Microchip inspection and distribution
32,642,433
26,067,304


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
16,352,576
9,753,472

Rest of Europe
10,350,837
7,958,413

Rest of the World
5,939,020
8,355,419

32,642,433
26,067,304



5.


Other operating income

2023
2022
£
£

Insurance claims receivable
229,616
-



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tanglible fixed assets
701,437
601,339

Fees payable to the Group's auditor and its associates for the audit of the 
Group's annual financial statements
27,750
26,400

Exchange differences
19,257
(288,643)

Other operating lease rentals
322,005
248,951

Defined contribution pension cost
353,996
310,442

Page 24

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
4,641,143
4,104,018
-
-

Social security costs
554,431
442,217
-
-

Cost of defined contribution scheme
353,996
310,442
-
-

5,549,570
4,856,677
-
-


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Microchip inspection
62
57



Selling and administration
42
46

104
103


8.


Directors' remuneration

As restated
2023
2022
£
£

Directors' emoluments
178,644
332,288

Directors pension costs
36,051
14,881

214,695
347,169


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £178,644 (2022 - £332,288).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £36,051 (2022 - £14,881).

Page 25

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
2,550,094
1,412,511

Adjustments in respect of previous periods
12
(46,357)


Total current tax
2,550,106
1,366,154

Deferred tax


Origination and reversal of timing differences
(69,192)
(51,854)


Taxation on profit on ordinary activities
2,480,914
1,314,300

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
10,440,571
7,218,020


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
2,455,622
1,371,426

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
24,760
989

Capital allowances for year in excess of depreciation
13,390
525

Other timing differences leading to an increase (decrease) in taxation
(9,609)
(46,144)

Remeasurement of deferred tax for changes in tax rates
(3,249)
(12,496)

Total tax charge for the year
2,480,914
1,314,300


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 26

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Dividends

2023
2022
£
£


Dividends paid
3,275,758
5,565,521


11.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
5,268,253


Additions
116,587



At 31 December 2023

5,384,840



Amortisation


At 1 January 2023
5,268,253



At 31 December 2023

5,268,253



Net book value



At 31 December 2023
116,587



At 31 December 2022
-



Page 27

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Fixtures and fittings
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
1,658,556
3,524,521
713,183
-
5,896,260


Additions
5,130
276,961
-
1,290,598
1,572,689


Acquisition of subsidiary
-
362,161
-
-
362,161


Disposals
-
(93,697)
-
-
(93,697)



At 31 December 2023

1,663,686
4,069,946
713,183
1,290,598
7,737,413



Depreciation


At 1 January 2023
1,129,659
2,860,377
651,420
-
4,641,456


Charge for the year on owned assets
131,490
563,498
6,449
-
701,437


Disposals
-
(80,697)
-
-
(80,697)



At 31 December 2023

1,261,149
3,343,178
657,869
-
5,262,196



Net book value



At 31 December 2023
402,537
726,768
55,314
1,290,598
2,475,217



At 31 December 2022
528,897
664,144
61,763
-
1,254,804

Page 28

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
40,248,408



At 31 December 2023
40,248,408





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Micross Components Holdings Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Micross Components Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Technograph Microcircuits Limited
1-4 Railway Triangle, Walton Road, Portsmouth, Hants, PO6 1TN
Ordinary
100%
Mintech Semiconductors Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Tru-form Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Ts2 Micro Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Die Technology Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Eltek Semi Conductors Limited
2 Hellesdon Park Road, Drayton High Road, Norwich, Norfolk, NR6 5DR
Ordinary
100%
Micross Components Private Limited
Pranava Park no. 16, 3rd Floor, Infantry Road, Bangalore, Karnataka 560001, India
Ordinary
100%

Page 29

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Stocks

Group
Group
2023
2022
£
£

Work in progress (goods to be sold)
825,929
1,049,822

Finished goods and goods for resale
3,456,137
1,318,875

4,282,066
2,368,697


Stock recognised in cost of sales during the year as an expense was £13,085,223 (2022: £11,360,309).


15.


Debtors

Group
Group
2023
2022
£
£


Trade debtors
8,358,603
5,273,490

Amounts owed by group undertakings
4,078,044
147,947

Other debtors
285,318
77,186

Prepayments and accrued income
587,556
213,964

13,309,521
5,712,587


Amounts owed by group undertakings are non-interest bearing and repayable on demand.


16.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
2,692,389
2,843,990


Page 30

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

Group
Group
2023
2022
£
£

Trade creditors
1,487,144
1,593,848

Amounts owed to group undertakings
2,344,579
542,775

Corporation tax
1,757,356
28,511

Other taxation and social security
246,046
216,391

Accruals and deferred income
2,998,011
601,454

8,833,136
2,982,979


Amounts owed to group undertakings are non-interest bearing and repayable on demand.


18.


Financial instruments

Group
Group
2023
2022
£
£

Financial assets

Financial assets measured at fair value through profit or loss
2,692,389
2,843,990

Financial assets that are debt instruments measured at amortised cost
12,730,438
5,498,623

15,422,827
8,342,613


Financial liabilities

Financial liabilities measured at amortised cost
(3,831,723)
(2,136,624)


Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors and amounts owed by group companies.


Financial liabilities measured at amortised cost comprise trade and other creditors and amounts owed to other group companies.

Page 31

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(158,268)
(210,121)


Charged to profit or loss
53,884
51,854


Arising on business combinations
(65,530)
-



At end of year
(169,914)
(158,267)







The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(169,914)
(158,267)


20.


Provisions


Group



Dilapidation provision

£





Arising on business combinations
150,000



At 31 December 2023
150,000


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



40,194,781 (2022 - 40,194,781) Ordinary shares of £1.00 each
40,194,781
40,194,781


Page 32

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Reserves

Merger Reserve

The merger reserve arises from the effects of the group reconstruction accounted for using merger accounting in 2013.

Profit and loss account

This reserve represents the cumulative profit available for distribution to the shareholders.


23.
 

Business combinations

During the year the Group acquired 100% of the share capital of Technograph Microcircuits Limited via its subsidiary, Micross Components Limited. 

Acquisition of Technograph Microcircuits Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
358,774
-
358,774

358,774
-
358,774

Current Assets

Stocks
1,529,188
-
1,529,188

Debtors
570,321
-
570,321

Cash at bank and in hand
1,447,413
-
1,447,413

Total Assets
3,905,696
-
3,905,696

Creditors

Due within one year
(1,154,015)
-
(1,154,015)

Provisions for liabilities
(150,000)
-
(150,000)

Deferred taxation
(21,352)
-
(21,352)

Total Identifiable net assets
2,580,329
-
2,580,329


Goodwill
116,587

Total purchase consideration
2,696,916

Page 33

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.Business combinations (continued)

Consideration

£


Cash
2,696,916

Total purchase consideration
2,696,916

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
2,696,916

2,696,916

Less: Cash and cash equivalents acquired
(1,447,413)

Net cash outflow on acquisition
1,249,503


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £320,125 (2022: £310,442). Contributions totalling £nil (2022: £nil) were payable to the fund at the reporting date and are included in creditors.


25.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
376,283
87,350

Later than 1 year and not later than 5 years
1,107,104
320,000

Later than 5 years
358,200
73,333

1,841,587
480,683
Page 34

 
MICROSS UK SOLUTIONS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Related party transactions

The group is exempt under Paragraph 33.1A of FRS 102 from disclosing related party transactions with entities that are part of the group headed by Corfin Holdings Inc, where 100% of the voting rights are controlled within the group.
Details of amounts owed to and from other group entities can be seen in notes 15 and 17.
Key management personnel remuneration for the year totalled £403,153 (2022: £528,122).


27.


Controlling party

The ultimate parent company at the balance sheet date was Corfin Holdings Inc, a company incorporated in the USA.
The parent of the largest and smallest group for which group accounts including Micross UK Solutions Limited are drawn up is Corfin Holdings Inc. Copies of these accounts are not available to the public.


Page 35