Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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ON LINE DESIGN & ENGINEERING LIMITED
COMPANY INFORMATION
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ON LINE DESIGN & ENGINEERING LIMITED
CONTENTS
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ON LINE DESIGN & ENGINEERING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their strategic report for the year ended 31 March 2024.
The principal activity of the Company is design, consultancy and project management services for the refining, power, chemical, oil & gas and nuclear industries.
During the year ended 31 March 2024 the Company’s turnover has grown significantly by 35% following a return to investment and growth in the industries within which the company operates.
The Company has maintained strong relationships with its clients against challenging market conditions within the oil and gas sector through diversification and further improving the gross margin to 19.3%. The company has continued to provide high quality services to its blue-chip customer base throughout the year and considers the strength of its existing contracts key to future development and growth. In the coming year the Company is expected to see further return to the customer investment and industry growth. The directors consider the net profit in the year to be encouraging with a return to profit as predicted in their previous report as the extensive efficiency and overhead savings exercises in prior years, have brought an improved profitability. The Company has maintained a positive Balance sheet and liquidity indicators continue to remain positive.
On 31 March 2024, the trade, as well as the assets and liabilities of BPE Design and Support Ltd, a fellow subsidiary, were transferred into the Company. The associated assets and liabilities were transferred across on this date at their book value.
The balance sheet as at 31 March 2024 presents the combined position of the two entities. The resulting intercompany loans will be settled during the year ending 31 March 2025. This merger allows the leadership team to gain from the synergies between the existing operating methods as well as continue to develop best in class offerings through the sharing of common goals. The merger was completed on the 31st March 2024 and the carrying values of the balance sheets of the two entities were merged at the balance sheet date. No goodwill was generated as a result of the transaction.
The Company’s key performance indicators for the year (along with comparatives) are as follows:
- Turnover - £13,862,660 (2023: £10,335,848) - Gross profit - £2,677,428 (2023: £1,900,996) - Gross margin - 19.3% (2023: 18.4%) - Profit/loss before tax - profit of £19,217 (2023: loss of £387,024)
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ON LINE DESIGN & ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The directors consider the principal risks facing the Company are as follows:
Strategic and Regulatory risks The directors consider the customers changing needs to be both opportunity and risk in a competitive market. The Company’s engineering professionalism allows the directors and employees to maintain flexibility for the customer needs thereby remaining competitive. This high-quality service creates a standout brand for the Company which will help the Company to remain stable in a difficult economic climate. The directors monitor market intelligence and draw upon industry expertise to ensure these risks are mitigated and the brand is maintained. The Company is also registered with industry specific regulatory bodies which enables the ongoing adherence to the highest standards. Financial and liquidity risks The Company’s principal financial assets are trade debtors and amounts recoverable on long term contracts. The risk associated with cash is limited and the counterparties have strong credit ratings which are checked and monitored by the finance team provide realistic credit limits and implementing control procedures to monitor non-compliance. The Company manages financial risk within a group financing policy ensuring sufficient liquidity against working capital requirements.
This report was approved by the board on 13 August 2024 and signed on its behalf.
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ON LINE DESIGN & ENGINEERING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
The directors who served during the year were:
The profit for the year, after taxation, amounted to £166,507 (2023 - loss £321,450).
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements 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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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ON LINE DESIGN & ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Company uses financial instruments, other than derivatives, comprising cash and other liquid resources and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations. The main risk arising from the Company's financial instruments is liquidity risk. The directors review and agree policies for managing the risk and they are summarised below. The policy has remained unchanged from previous years.
Price risk, credit risk, liquidity risk and cash flow risk The market has become increasingly competitive in recent years and as a result there is a constant requirement to communicate both with the client and the current workforce in order to ensure both client satisfaction and workforce stability. This is achieved by the Company's professionalism and maintaining the flexibility to react to the clients' requirements. This approach sets the Company above the competition and hence maintains market share. The directors remain vigilant in order to ensure that the Company is aware of any weaknesses that would give competitors an advantage. As the economic climate improves and clients' requirements increase, the Company needs to be responsive and increase personnel levels at short notice. The Company's principal financial assets are cash and trade debtors. The credit risk associated with the cash is limited as the counterparties have high credit ratings by international credit-rating agencies. The principal credit risk arises therefore from the Company's trade debtors. A visible effect of the difficult economic climate has been an increase in the payment days taken by clients. Fortunately the majority of clients are blue chip and not liable to default, however the Company has maintained a strategy of invoicing weekly instead of monthly wherever possible in order to minimise the cash flow effects. In order to manage credit risk the directors set limits for clients based on a combination of payment history and third party credit references. Credit limits are reviewed by the Financial Controller on a regular basis in conjunction with debt ageing and objective history. Any indication of debtor liquidity concerns is addressed immediately and efficiently to minimise potential bad debts. The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
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ON LINE DESIGN & ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The auditors, Shorts, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ON LINE DESIGN & ENGINEERING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ON LINE DESIGN & ENGINEERING LIMITED
We have audited the financial statements of On Line Design & Engineering Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' 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 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ON LINE DESIGN & ENGINEERING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ON LINE DESIGN & ENGINEERING LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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ON LINE DESIGN & ENGINEERING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ON LINE DESIGN & ENGINEERING LIMITED (CONTINUED)
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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙through discussions with the directors and other management and from our commercial knowledge and experience of the sectors that the Company operates in, we identified the laws and regulations applicable to the Company; and
∙focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant correspondence.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙considered journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing any correspondence with HMRC, relevant regulators and the Company’s legal advisors
There are inherent limitations in our audit procedures described above. The more removed that laws and
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ON LINE DESIGN & ENGINEERING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ON LINE DESIGN & ENGINEERING LIMITED (CONTINUED)
regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Cedar House
63 Napier Street
South Yorkshire
S11 8HA
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ON LINE DESIGN & ENGINEERING LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2024
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ON LINE DESIGN & ENGINEERING LIMITED
REGISTERED NUMBER: 01612986
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 23 form part of these financial statements.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
On Line Design & Engineering Limited is a private company limited by shares, incorporated in England and Wales (registered number: 01612986). Its registered office is On Line House, Pelham Road, Immingham, North Lincolnshire DN40 1AB. The principal activity of the Company throughout the year continued to be that of design, consultancy and project management services to the refining, power, nuclear, oil & gas and chemical industries.
2.Accounting policies
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of On Line Group Limited as at 31 March 2024 and these financial statements may be obtained from Companies House.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as follows:
Depreciation is provided on the following basis:
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.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, nitially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
Critical judgements in applying the entity's accounting policies No significant judgements have had to be made by management in preparing these financial statements. Critical accounting estimates and assumptions Preparation of the financial statements requires management to make significant judgements and estimates. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that will have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of debtors The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 15 for the net carrying amounts of trade debtors, stated after the associated impairment provision. Amounts recoverable on long term contracts The Company makes an estimate of the recoverable value of work performed on long term contracts where invoices have not yet been raised. This is done based on the levels of costs incurred, both from detailed timesheet records and other purchase invoices received and the contractual terms with customers. See note 15 for the net carrying amounts recoverable on long term contracts, stated after the associated impairment provision.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Total directors' emoluments for 2024 were £260,738 (2023: £124,105) with Company contributions to defined contribution pension schemes of £27,197 (2023: £10,677).
During the year retirement benefits were accruing for one director (2023 - one director) in respect of defined contribution pension schemes. The highest paid director received remuneration of £137,424 (2023 - £124,105). The value of the Company's contributions paid to defined contribution pension schemes in respect of the highest paid director amounted to £10,798 (2023 - £10,677).
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
12.Taxation (continued)
Tax losses carried forward at 31 March 2024 total £2,143,391 (2023: £2,929,684). No deferred tax asset
has been recognised in respect of these losses as they do not meet the criteria for recognition. There is no other material unprovided deferred tax.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Capital redemption reserve
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £84,661 (2023 - £147,838). Contributions totalling £25,404 (2023 - £11,910) were payable to the fund at the balance sheet date and are included in creditors.
21.Other financial commitments
The Company is subject to a fixed and floating charge over all assets of the Company, providing a cross guarantee against an overdraft held in another Group company. The value of the potential liability is subject to variation depending on the amount of overdraft being utilised.
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ON LINE DESIGN & ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
On Line Group Limited is the Company's controlling related party by virtue of its 100% interest in the Company. These financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3UZ and are the largest and smallest group of undertakings for which group accounts have been drawn up.
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