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REGISTERED NUMBER: 12327570 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023

for

Optimised Group Limited

Optimised Group Limited (Registered number: 12327570)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


Optimised Group Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: G S Bark
J L Waters
N A Wood
J R Wood





REGISTERED OFFICE: 109-112 Lancaster House Amy Johnson Way
Blackpool
United Kingdom
Lancashire
FY4 2RP





REGISTERED NUMBER: 12327570 (England and Wales)





AUDITORS: WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

Optimised Group Limited (Registered number: 12327570)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
Optimised is one of the UK's leading ESG service providers focussed on carbon reduction and return on investment through sustainability, utility management and building optimisation services. The group delivers holistic energy and solutions across the UK, Europe and to global clients.

Through a range of integrated consulting, engineering and managed services Optimised helps businesses to plan and implement net zero decarbonisation strategies backed by robust impact and financial metrics. By bringing together long-term strategic thinking with a range of proven tools and techniques to reduce energy consumption, procure renewable energy, and minimise cost Optimised's clients are addressing the climate emergency in a meaningful way.

As we continue to witness the catastrophic consequences of the climate crisis, global pressure to act is mounting. Organisations from all industries are pursuing a low-carbon future. The Environmental Sustainability market in the UK, which is converging with the Smart Buildings and Third-Party Intermediary (TPI) markets represent over £3 billion per annum. Annual growth rates of over 10% are expected to prevail over the next decade, reflecting the UK government's legally binding commitment to achieve net zero by 2050. Optimised is at the heart of making this reality.

As a purpose driven organisation and a B Corp, the business has a vision to optimise the world's transition to net zero and beyond. Optimised's breadth and depth of expertise, offers clients the opportunity to appoint a single multi-disciplinary team on their route to net zero.

In our strategic outlook, we aim to expand our service portfolio to facilitate a more rapid energy transition process. This entails incorporating supplementary tools to support our clients in their efforts to decarbonise their estates, all while ensuring a positive return on investment. Additionally, we are committed to enhancing our international footprint by strengthening our operations within Europe to meet the growing demands of our clients.

Group revenue in 2023 was £14.3m (£12.7m 2022) a growth of 13%. The launch of the Consulting division including Energy Transition and Net Zero Advisory teams in 2022 continued to have a beneficial impact on revenue with a 35% increase in revenue and expected to continue into 2024. Forecast Revenue in 2024 remains strong, highlighting the demand for the group's wide-ranging energy and carbon reduction services.

The group's key profit measure is EBITDA, which is calculated as operating profit excluding depreciation and amortisation. In 2023, the EBITDA was £1,044k showing a 19% increase on the prior year (£877k 2022).

The group's key financial performance indicators during the period were as follows:

2023 2022

£'000s £'000s

Group turnover 14,301 12,690
Gross profit margin 33.6% 32.8%
Operating profit / (loss) 888 706
EBITDA 1,044 877


Optimised Group Limited (Registered number: 12327570)

Group Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Market risk
The group's main risk derives from the market demand for services across which the company operates within. Uncertainty in the UK economy, including the impact of the external events on energy pricing and consumption, could materially affect the demand for services which would adversely affect the group's growth prospects. The business seeks to mitigate this risk by having a broad service offering which includes advisory and monitoring in relation to energy usage. In 2023, demand for the group's services remained strong and the group is well positioned in terms of its funding and balance sheet to cope with any potential economic downturn that could occur due to external factors.

Staff risk
The group also faces risk in relation to the retention of key staff. A key staff departure could lead to the loss of expertise and client relationships and impact future revenue. In order to mitigate this risk, the group provides a competitive pay structure and has an equity programme which is designed to retain key members of staff.

Liquidity risk
The group experiences varying levels of working capital requirements across its different business units. Due to the breadth of the service offering and management of working capital, the risk of liquidity challenges is considered to be low.

Information security risk
Loss of the IT network or data held within it could result in significant reputational and financial damage. The group's IT systems are primarily cloud-based and therefore can be accessed from any location with an internet connection. Access to the group's systems is robust and firewall software is in place to restrict the impact of cyber-attacks. Regular notifications are sent to staff regarding the importance of remaining vigilant of phishing emails.

Tax risk
All transactions undertaken by the group have a business purpose and a commercial rationale. The group does not engage in any aggressive tax planning and does not implement structures purely for tax planning purposes. In relation to tax compliance, it is the policy of the group to fully comply with all applicable tax rules, regulations and disclosure requirements.

ON BEHALF OF THE BOARD:





J R Wood - Director


23 July 2024

Optimised Group Limited (Registered number: 12327570)

Report of the Directors
for the Year Ended 31 December 2023

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of energy and sustainability consulting, installation of energy efficient engineering solutions and ongoing technology-enabled optimisation and managed services.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2023 was £237,000 (2022: £81,000).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

G S Bark
J L Waters
N A Wood
J R Wood

POLITICAL DONATIONS AND EXPENDITURE
There were no political donations in the year.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J R Wood - Director


23 July 2024

Report of the Independent Auditors to the Members of
Optimised Group Limited

Opinion
We have audited the financial statements of Optimised Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company 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 Auditors' 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 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 group's and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Optimised Group Limited


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 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 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 Statement of Directors' Responsibilities set out on page four, 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 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.

Report of the Independent Auditors to the Members of
Optimised Group Limited


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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud.

The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the group and the parent company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;

-we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and the parent company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

We assessed the susceptibility of the group's and the parent 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;

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

- understanding the design of the group's and the parent company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we;

- performed analytical procedures to identify unusual or unexpected relationships;
- tested 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.

Audit response to risks identified
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;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators and group's legal advisors.

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.

Report of the Independent Auditors to the Members of
Optimised Group Limited


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.




Philippa Duckworth BSc FCCA (Senior Statutory Auditor)
for and on behalf of WP Audit Limited
Statutory Auditors
TOR
Saint-Cloud Way
Maidenhead
Berkshire
SL6 8BN

23 July 2024

Optimised Group Limited (Registered number: 12327570)

Consolidated Income Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

TURNOVER 3 14,301,116 12,690,022

Cost of sales (9,513,229 ) (8,517,825 )
GROSS PROFIT 4,787,887 4,172,197

Administrative expenses (3,899,783 ) (3,469,096 )
888,104 703,101

Other operating income 5 2,560
OPERATING PROFIT 888,109 705,661

Interest receivable and similar income 5,550 262
893,659 705,923

Interest payable and similar expenses 5 (61,048 ) (58,712 )
PROFIT BEFORE TAXATION 6 832,611 647,211

Tax on profit 7 (295,314 ) (59,409 )
PROFIT FOR THE FINANCIAL YEAR 537,297 587,802
Profit attributable to:
Owners of the parent 537,297 587,802

Optimised Group Limited (Registered number: 12327570)

Consolidated Other Comprehensive Income
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   

PROFIT FOR THE YEAR 537,297 587,802


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 537,297 587,802

Total comprehensive income attributable to:
Owners of the parent 537,297 587,802

Optimised Group Limited (Registered number: 12327570)

Consolidated Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Intangible assets 10 1,268,209 1,329,323
Tangible assets 11 78,249 108,245
Investments 12 - -
1,346,458 1,437,568

CURRENT ASSETS
Stocks 13 151,168 126,960
Debtors 14 3,999,701 3,918,658
Cash at bank 1,116,093 643,995
5,266,962 4,689,613
CREDITORS
Amounts falling due within one year 15 (2,783,395 ) (2,451,504 )
NET CURRENT ASSETS 2,483,567 2,238,109
TOTAL ASSETS LESS CURRENT LIABILITIES 3,830,025 3,675,677

CREDITORS
Amounts falling due after more than one year 16 (1,586,485 ) (1,727,252 )

PROVISIONS FOR LIABILITIES 19 (18,343 ) (23,525 )
NET ASSETS 2,225,197 1,924,900

CAPITAL AND RESERVES
Called up share capital 20 100 100
Share premium 21 670,302 670,302
Other reserves 21 68,170 117,748
Retained earnings 21 1,486,625 1,136,750
SHAREHOLDERS' FUNDS 2,225,197 1,924,900

Optimised Group Limited (Registered number: 12327570)

Consolidated Balance Sheet - continued
31 December 2023


The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2024 and were signed on its behalf by:





J R Wood - Director


Optimised Group Limited (Registered number: 12327570)

Company Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £   
FIXED ASSETS
Intangible assets 10 42,561 -
Tangible assets 11 20,292 8,826
Investments 12 865,402 865,402
928,255 874,228

CURRENT ASSETS
Debtors 14 487,516 311,387
Cash at bank 161,553 305,307
649,069 616,694
CREDITORS
Amounts falling due within one year 15 (906,361 ) (820,107 )
NET CURRENT LIABILITIES (257,292 ) (203,413 )
TOTAL ASSETS LESS CURRENT LIABILITIES 670,963 670,815

PROVISIONS FOR LIABILITIES 19 (3,855 ) -
NET ASSETS 667,108 670,815

CAPITAL AND RESERVES
Called up share capital 20 100 100
Share premium 670,302 670,302
Retained earnings (3,294 ) 413
SHAREHOLDERS' FUNDS 667,108 670,815

Company's profit for the financial year 233,293 81,413

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2024 and were signed on its behalf by:





J R Wood - Director


Optimised Group Limited (Registered number: 12327570)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2022 100 580,370 670,302 167,326 1,418,098

Changes in equity
Dividends - (81,000 ) - - (81,000 )
Total comprehensive income - 637,380 - (49,578 ) 587,802
Balance at 31 December 2022 100 1,136,750 670,302 117,748 1,924,900

Changes in equity
Dividends - (237,000 ) - - (237,000 )
Total comprehensive income - 586,875 - (49,578 ) 537,297
Balance at 31 December 2023 100 1,486,625 670,302 68,170 2,225,197

Optimised Group Limited (Registered number: 12327570)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 100 - 670,302 670,402

Changes in equity
Dividends - (81,000 ) - (81,000 )
Total comprehensive income - 81,413 - 81,413
Balance at 31 December 2022 100 413 670,302 670,815

Changes in equity
Dividends - (237,000 ) - (237,000 )
Total comprehensive income - 233,293 - 233,293
Balance at 31 December 2023 100 (3,294 ) 670,302 667,108

Optimised Group Limited (Registered number: 12327570)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

31.12.23 31.12.22
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,101,186 (422,625 )
Interest paid (61,048 ) (8,078 )
Interest element of hire purchase or finance lease
rental payments paid

-

(1,056

)
Tax paid (221,912 ) (95,521 )
Net cash from operating activities 818,226 (527,280 )

Cash flows from investing activities
Purchase of intangible fixed assets (42,654 ) -
Purchase of tangible fixed assets (45,141 ) (54,444 )
Sale of intangible fixed assets - 553
Sale of tangible fixed assets 8,068 10,575
Interest received 5,550 262
Net cash from investing activities (74,177 ) (43,054 )

Cash flows from financing activities
Loan repayments in year (34,951 ) (40,000 )
Capital repayments in year - (11,763 )
Equity dividends paid (237,000 ) (81,000 )
Net cash from financing activities (271,951 ) (132,763 )

Increase/(decrease) in cash and cash equivalents 472,098 (703,097 )
Cash and cash equivalents at beginning of year 2 643,995 1,347,092

Cash and cash equivalents at end of year 2 1,116,093 643,995

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.23 31.12.22
£    £   
Profit before taxation 832,611 647,211
Depreciation charges 156,767 171,182
Loss on disposal of fixed assets 14,068 2,018
Finance costs 61,048 58,712
Finance income (5,550 ) (262 )
1,058,944 878,861
Increase in stocks (24,208 ) (74,801 )
Increase in trade and other debtors (100,631 ) (1,397,223 )
Increase in trade and other creditors 167,081 170,538
Cash generated from operations 1,101,186 (422,625 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 1,116,093 643,995
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 643,995 1,347,092


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 643,995 472,098 1,116,093
643,995 472,098 1,116,093
Debt
Debts falling due within 1 year (40,000 ) (5,394 ) (45,394 )
Debts falling due after 1 year (100,000 ) 40,345 (59,655 )
(140,000 ) 34,951 (105,049 )
Total 503,995 507,049 1,011,044

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Optimised Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group financial statements consolidate the financial statements of Optimised Group Limited and all its subsidiary undertakings drawn up to 31 December each year. Subsidiary undertakings are included in the group financial statements using the acquisition method of accounting.

In the parent company financial statements, investments in subsidiaries, joint ventures and associates are accounted for at the lower of cost and net reliable value.

The company's subsidiaries, Entel Consulting Group Ltd, Optimised Buildings Ltd, Optimised Spaces Ltd and Rotec Engineering Consultants Ltd are exempt from the requirements of the Companies Act 2006 relating to the audit of their accounts for the financial period ended 31 December 2023 by virtue of Section 479A of that Act.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The group makes significant estimates and assumptions concerning the future energy usage when determining revenue recognition. The group also uses judgement and estimates in assessing its dilapidation obligations under its operating lease commitments.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for the provision of services in the ordinary nature of the business. Where the fair value of the consideration is determined by expected future energy use, an estimate is made based on historical usage data. Turnover is reduced for customer returns, rebates and other similar allowances and is recognised when goods or services are delivered, and the legal title is passed.

Goodwill
Goodwill includes the amount paid in connection with the acquisition of a businesses in 2020 , which are being amortised evenly over its estimated useful life of ten years.

Goodwill also includes the amount paid in connection with the acquisition of a business in 2018, which is being amortised evenly over its estimated useful life of twenty years. The business acquired has been trading for over 20 years and operates in a sector where there is no indication that this business cannot be operated sustainably for a similar duration going forward. Therefore, the amortisation period of 20 years is deemed to be appropriate.

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.

Computer software is being amortised evenly over its estimated useful life of two years once the software is commercially viable.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 33% on cost
Fixtures and fittings - 33% and 28.5% on cost and 25% on reducing balance
Computer equipment - 33% on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:
(a) The contractual return to the holder is (i) a fixed amount; (ii) a positive fixed rate or a positive variable rate; or (iii) a combination of a positive or a negative fixed rate and a positive variable rate.
(b) The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.
(c) The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that (i) the new rate satisfies condition (a) and the variation is not contingent on future events other than (1) a change of a contractual variable rate; (2) to protect the holder against credit deterioration of the issuer; (3) changes in levies applied by a central bank or arising from changes in relevant taxation or law; or (ii) the new rate is a market rate of interest and satisfies condition (a).
(d) There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.
(e) Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.
(f) Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).

Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss. Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

(ii) Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
In the company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

(iii) Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.


Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payment
The company issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value at the date of the grant.

Fair value is measured by the use of the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation.

Investment in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.23 31.12.22
£    £   
United Kingdom 12,024,612 11,485,819
Europe 1,298,352 1,148,203
Rest of the world 978,152 56,000
14,301,116 12,690,022

4. EMPLOYEES AND DIRECTORS
31.12.23 31.12.22
£    £   
Wages and salaries 6,934,023 6,047,587
Social security costs 227,779 228,523
Other pension costs 88,972 106,951
7,250,774 6,383,061

The average number of employees during the year was as follows:
31.12.23 31.12.22

Operations 94 89
Admin 17 14
Sales 18 15
129 118

31.12.23 31.12.22
£    £   
Directors' remuneration 512,046 503,725

Information regarding the highest paid director is as follows:
31.12.23 31.12.22
£    £   
Emoluments etc 148,500 149,788

5. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.23 31.12.22
£    £   
Bank interest 1,566 -
Bank loan interest 9,904 8,078
Unwind of discount on loan 49,578 49,578
Hire purchase - 1,056
61,048 58,712

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

6. PROFIT BEFORE TAXATION

The profit is stated after charging:

31.12.23 31.12.22
£    £   
Other operating leases 189,892 153,938
Depreciation - owned assets 53,000 63,808
Depreciation - assets on hire purchase contracts or finance leases - 3,699
Loss on disposal of fixed assets 14,068 2,018
Goodwill amortisation 103,675 103,675
Computer software amortisation 93 -
Auditors' remuneration 24,450 16,150
Foreign exchange differences 5,735 15,433

The total auditor fees payable by the group, excluding VAT, to our principle auditors, WP Audit Limited for the audit has been recognised solely by Entel Consulting Group Limited. This include fees for work performed in respect of the other members of the group for the purpose of the consolidated financial statements of the group.

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.23 31.12.22
£    £   
Current tax:
UK corporation tax 300,496 69,388

Deferred tax (5,182 ) (9,979 )
Tax on profit 295,314 59,409

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.23 31.12.22
£    £   
Profit before tax 832,611 647,211
Profit multiplied by the standard rate of corporation tax in the UK of 23.500 % (2022
- 19 %)

195,664

122,970

Effects of:
Expenses not deductible for tax purposes 32,142 31,317
Adjustments to tax charge in respect of previous periods 99,430 -
R&D tax (31,758 ) (91,775 )
Enhanced relief on capital expenditure (164 ) (3,103 )
Total tax charge 295,314 59,409

The tax rate applied above is at a marginal rate as the corporation tax rate changed from 19% to 25% on 1 April 2023.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
31.12.23 31.12.22
£    £   
Ordinary A shares of £0.01 each
Interim 237,000 81,000

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 January 2023 1,808,029 - 1,808,029
Additions - 42,654 42,654
At 31 December 2023 1,808,029 42,654 1,850,683
AMORTISATION
At 1 January 2023 478,706 - 478,706
Amortisation for year 103,675 93 103,768
At 31 December 2023 582,381 93 582,474
NET BOOK VALUE
At 31 December 2023 1,225,648 42,561 1,268,209
At 31 December 2022 1,329,323 - 1,329,323

Company
Computer
software
£   
COST
Additions 42,654
At 31 December 2023 42,654
AMORTISATION
Amortisation for year 93
At 31 December 2023 93
NET BOOK VALUE
At 31 December 2023 42,561

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023 35,661 86,985 207,368 330,014
Additions 6,901 9,574 28,666 45,141
Disposals (30,286 ) - (5,575 ) (35,861 )
At 31 December 2023 12,276 96,559 230,459 339,294
DEPRECIATION
At 1 January 2023 15,809 69,012 136,949 221,770
Charge for year 1,149 9,804 42,047 53,000
Eliminated on disposal (11,687 ) - (2,038 ) (13,725 )
At 31 December 2023 5,271 78,816 176,958 261,045
NET BOOK VALUE
At 31 December 2023 7,005 17,743 53,501 78,249
At 31 December 2022 19,852 17,973 70,419 108,244

Tangible fixed assets are included at cost less depreciation and impairment.

Company
Computer
equipment
£   
COST
At 1 January 2023 9,504
Additions 17,112
At 31 December 2023 26,616
DEPRECIATION
At 1 January 2023 678
Charge for year 5,646
At 31 December 2023 6,324
NET BOOK VALUE
At 31 December 2023 20,292
At 31 December 2022 8,826

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 January 2023
and 31 December 2023 865,402
NET BOOK VALUE
At 31 December 2023 865,402
At 31 December 2022 865,402


13. STOCKS

Group
31.12.23 31.12.22
£    £   
Stocks 151,168 126,960

14. DEBTORS

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Amounts falling due within one year:
Trade debtors 3,095,698 3,092,613 - -
Amounts owed by group undertakings - - 421,166 280,974
Other debtors 59,130 75,052 43,303 22,176
Tax - 19,590 - -
VAT - - 23,047 8,237
Prepayments and accrued income 686,079 603,900 - -
3,840,907 3,791,155 487,516 311,387

Amounts falling due after more than one year:
Other debtors 19,872 945 - -
Prepayments and accrued income 138,922 126,558 - -
158,794 127,503 - -

Aggregate amounts 3,999,701 3,918,658 487,516 311,387

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Bank loans and overdrafts (see note 17) 45,394 40,000 - -
Trade creditors 739,760 638,092 50,578 181
Amounts owed to group undertakings - - 748,197 630,343
Tax 135,559 76,565 (168,400 ) -
Social security and other taxes 179,649 189,013 179,649 189,013
VAT 419,594 531,974 - -
Other creditors 286,594 143,718 96,337 570
Accruals and deferred income - 1,339 - -
Accrued expenses 976,845 830,803 - -
2,783,395 2,451,504 906,361 820,107

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31.12.23 31.12.22
£    £   
Bank loans (see note 17) 59,655 100,000
Other creditors 1,526,830 1,627,252
1,586,485 1,727,252

17. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.23 31.12.22
£    £   
Amounts falling due within one year or on demand:
Bank loans 45,394 40,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 40,000 40,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 19,655 60,000

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

Group
Non-cancellable operating leases
31.12.23 31.12.22
£    £   
Within one year 82,732 52,166
Between one and five years 186,000 194,027
In more than five years - 46,500
268,732 292,693

19. PROVISIONS FOR LIABILITIES

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
£    £    £    £   
Deferred tax 18,343 23,525 3,855 -

Group
Deferred
tax
£   
Balance at 1 January 2023 23,525
Provided during year (5,182 )
Balance at 31 December 2023 18,343

Company
Deferred
tax
£   
Provided during year 3,855
Balance at 31 December 2023 3,855

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: £    £   
6,500 Ordinary A £0.01 65 65
3,500 Ordinary B £0.01 35 35
100 100

The company's shares consist of Ordinary A and Ordinary B shares which rank pari pasu in all respects except for a preferred capital right in favour of Ordinary B shares to the extent that creditors include a balance due to a related party of two of the directors. Rights include a right to vote, a right to a dividend and a right to a capital distribution in the event of a winding up or return of capital. They are not redeemable.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

21. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 January 2023 1,136,750 670,302 117,748 1,924,800
Profit for the year 537,297 537,297
Dividends (237,000 ) (237,000 )
Transfer between reserves 49,578 - (49,578 ) -
At 31 December 2023 1,486,625 670,302 68,170 2,225,097


22. PENSION COMMITMENTS

The group operates a defined contribution pension scheme and a group personal pension plan. 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 group to the fund and amounted to £301k (2022: £175k). Pension contributions totalling totalling £92k (2022: £0k) were payable to the pension fund at the year end and are included in creditors due less than 1 year.

23. RELATED PARTY DISCLOSURES

An amount of £1.6525m (2022: £1.745m) is due to a company in which two directors have an indirect beneficial interest. Amounts are unsecured and repayable on terms determined from time to time between the parties. The amount is discounted to reflect an effective interest charge and is included in other creditors due more than 1 year at £1.527m (2022: £1.627m).

During the year the group purchased training services from a company in which a director of the group has a beneficial ownership. Total amounts purchased were £17k (2022: £42k) and the balance due at the year end was £nil (2022: £nil).

Key management personnel relates to the directors within the group. Total compensation for key management personnel was £512k (2022: £504k).

24. ULTIMATE CONTROLLING PARTY

There is no single ultimate controlling party.

Optimised Group Limited (Registered number: 12327570)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

25. SHARE-BASED PAYMENT TRANSACTIONS

The tax authority approved Enterprise Management Incentive Share Option Scheme is operated for eligible employees, including directors.

The options vest in accordance with terms determined by the directors but include continued employment and a change of control. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if an employee leaves the company. Obligations under this scheme will be met by the issue of Ordinary B shares of the company.

The estimated fair value of the share options was valued by applying the Black-Scholes option pricing model.



Weighted
average exercise
price (£


)


Number


Weighted
average exercise
price (£


)


Number
2023 2023 2022 2022

Outstanding at the beginning of the year 126 1,500 126 1,500
Granted during the year - - - -
Exercised during the year - - - -
Forfeited during the year (126 ) (945 ) - -
Outstanding at the end of the year 555 1,500

The number of options exercisable at 31 December 2023 was nil (2022: nil).

26. SUBSIDIARIES


Name of undertaking
Registered
office

Nature of business
Class of
shares held
% Held
Direct
% Held
Indirect
Entel Consulting Group Limited 1 Energy consulting Ordinary 100

Optimised Buildings Limited

1
Energy management
and analytics

Ordinary

50

50
Optimised Spaces Limited 1 Energy consulting Ordinary 100

Rotec Engineering Consultants Limited

2
Renewable energy
consulting

Ordinary


100

1. 109-112 Lancaster House Amy Johnson Way, Blackpool, Lancashire, England, FY4 2RP
2. Office F5, Bankend Road, Dumfries, Scotland, DG1 4UQ

The subsidiaries are entitled to exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the period ended 31 December 2023.