REGISTERED NUMBER: |
Omega Flex Ltd |
Report of the Directors and |
Financial Statements |
for the Year Ended |
31 December 2023 |
REGISTERED NUMBER: |
Omega Flex Ltd |
Report of the Directors and |
Financial Statements |
for the Year Ended |
31 December 2023 |
Omega Flex Ltd (Registered number: 04060071) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Income Statement | 7 |
Balance Sheet | 8 |
Notes to the Financial Statements | 9 |
Omega Flex Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
5 Clarendon Place |
Leamington Spa |
Warwickshire |
CV32 5QL |
Omega Flex Ltd (Registered number: 04060071) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the manufacturing, marketing and distribution of flexible gas piping and accessories. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Moffat Gilbert, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
Omega Flex Ltd (Registered number: 04060071) |
Report of the Directors |
for the Year Ended 31 December 2023 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Omega Flex Ltd |
Opinion |
We have audited the financial statements of Omega Flex Ltd (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law 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 company's affairs as at 31 December 2023 and of its loss 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 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 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, 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 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. |
Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Omega Flex Ltd |
Matters on which we are required to report by exception |
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 Report of the Directors. |
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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Report of the Independent Auditors to the Members of |
Omega Flex Ltd |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We place a great deal of reliance on the controls instigated within the company and perform walkthrough tests to check that these are being adhered to an maintained. There is segregation of duties as far as is viable in a company of this size which is mitigated by the review and control procedures required by the parent undertaking in following the Sarbannes-Oxley requirements. |
We have identified three main areas where material irregularities may arise which are: management override, revenue recognition and the stock valuation. |
In terms of management override, which could happen to reach designated targets set within the budgets of the group of companies, we place reliance on our independent reconciliation of financial reports which are analysed for discussion with the group financial director before the accounts are presented to the board. Tests of control allow us to draw our conclusions in this area. |
There is a risk that revenue could be misstated due to cut off errors or erroneous provision levels. We perform tests of control in these areas to test the year end cut off by review of deliveries in and out of the company either side of the year end. Post balance sheet information is also reviewed to independently assess that provision levels are not materially misstated. |
The stock held within the business is a high value asset with significant risk of misstatement due to : cut off, applied levels of pricing, exchange rate fluctuations and provision levels for slow moving and obsolete stock categories. We design our audit tests in these areas to independently review our assessment of both raw materials and finished goods stock. Due to production cycle times, the company does not have any work in progress to recognise. We independently review the company's production records for the year to assess labour and overhead recovery rates and perform pricing tests.We tested 97% of the value of raw materials and 64% of finished goods with no material discrepancies found. In terms of physical inspection of the stock items held at the year end, we checked by value 74% of the aggregate valuation with no discrepancies of any nature. |
Our materiality level was based on a factor of 1% of turnover as that is the most consistent indicator of the company's performance and was set at a value of £43,000. |
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 Report of the Auditors. |
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 a Report of the Auditors 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 |
5 Clarendon Place |
Leamington Spa |
Warwickshire |
CV32 5QL |
Omega Flex Ltd (Registered number: 04060071) |
Income Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
TURNOVER |
Cost of sales |
GROSS PROFIT |
Distribution costs |
Administrative expenses |
2,495,842 | 3,246,637 |
(180,114 | ) | 459,434 |
Other operating income |
OPERATING (LOSS)/PROFIT | 4 | ( |
) |
Interest receivable and similar income |
(82,137 | ) | 502,374 |
Interest payable and similar expenses |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 5 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
Omega Flex Ltd (Registered number: 04060071) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 6 |
Tangible assets | 7 |
Investments | 8 |
CURRENT ASSETS |
Stocks |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings | 13 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Omega Flex Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Omega Flex Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Omega Flex Inc, 451 Creamery Way, Exton, PA 19341-2509. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Long leasehold | - |
Plant and machinery | - |
Transport equipment | - |
Furniture and fixtures | - |
Computer equipment | - |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result, including the additional significant differences arising from the weakening pound post Brexit. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
31.12.23 | 31.12.22 |
£ | £ |
Depreciation - owned assets |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
Pension costs | 63,185 | 63,405 |
Rent |
Other operating leases |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
UK corporation tax | ( |
) |
Deferred tax | ( |
) |
Tax on (loss)/profit | ( |
) |
6. | INTANGIBLE FIXED ASSETS |
Goodwill |
£ |
COST |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
7. | TANGIBLE FIXED ASSETS |
Long | Plant and | Transport |
leasehold | machinery | equipment |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | TANGIBLE FIXED ASSETS - continued |
Furniture |
and | Computer |
fixtures | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
8. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
9. | DEBTORS |
31.12.23 | 31.12.22 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Tax |
Prepayments |
Amounts falling due after more than one year: |
Tax |
Aggregate amounts |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
VAT | 100,083 | 157,357 |
Other creditors |
Accrued expenses |
11. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
During 2021, the company entered into a new fifteen year lease for the business premises at an agreed rent of £165,000 per annum which is fully reflected within the above figures. |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | £ | £ |
Ordinary | £1 | 628,981 | 628,981 |
13. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 |
14. | CAPITAL COMMITMENTS |
31.12.23 | 31.12.22 |
£ | £ |
Contracted but not provided for in the |
financial statements |
Omega Flex Ltd (Registered number: 04060071) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
15. | RELATED PARTY DISCLOSURES |
During the year, the company incurred management charges from Omega Flex Inc, the parent undertaking, under normal market conditions at a cost of £670,988 (2022 £770,467). The balance owed by the company to Omega Flex Inc at the year end was £931,261 (2022 £843,094). |
Under normal market trading conditions, the company provided administrative and management services to the subsidiary undertaking, Omega Flex SAS, during the year in the amount of £79,560. The company had also provided financial assistance and at the year end the balance owed to the company by Omega Flex SAS was £975,911. |
Under normal market trading conditions, the company provided administrative and management services to a fellow subsidiary, Omega Flex Industrial Limited, during the year in the amount of £4,016 (2022 £14,762). |
During the year, under normal trading terms, the company utilised the consultancy services of E-Finite Limited, a company in which the shareholder, Mr J T Garrod, has a beneficial interest, at a cost of £34,560 (2022 £31,680). The balance owed by the company to E-Finite Limited at the year end was £3,456. |
16. | ULTIMATE CONTROLLING PARTY |
The ultimate parent company is Omega Flex Inc., a company incorporated in the United States of America, which is listed on NASDAQ Global Market. The address of the company is 451 Creamery Way, Exton, PA 19341-2509. |