The Director’s present their strategic report for Opus Tech Limited (“The Company”) and its subsidiaries (“The Group”) for the year ended 30 April 2024. This strategic report has been prepared for the Group as a whole.
Whilst the Company was dormant in previous accounting periods, during the year, the Company acquired via a share for share transfer Opus Telephone Systems Limited Group and Opus ICT Limited Group. With an effective date of 01 February 2024, Opus Technology Limited was also brought into the Group. These are the first accounts of the consolidated group.
The principal activity of the Group is to provide end-to-end communications and technology including cloud unified communications (“UC”), contact centre solutions, mobile, network connectivity and supporting services to public and private sector organisations across the UK.
We work together with our industry leading partners to provide best-of-breed technology to our customers.
During the financial year ended 30 April 2024, total revenue increased by 32% to £27.6m (£20.9m prior year). The growth is largely attributable to Opus’ Cloud UC, mobile and technology solutions. The value of recurring revenue increased by 36% to £25.5m (£18.8m prior year).
Recurring revenues as an indicator of our future contracted revenue has remained a similar proportion of total revenue at 92% (90% prior year) and we predict that recurring revenue will continue to represent around 90% of the business in Financial Year 2025. Opus continues to maintain a low level of churn, which is testament to our excellent customer service and product range, as demonstrated by our NPS score.
Operating Profit is reported as £2.4m (£1.3m prior year). During the year, the Group invested for sustainable long-term growth. This included significant investment in IT infrastructure as part of a program of digital transformation; in adding key headcount; and in launching our 100 days of volunteering initiative we have invested in our local community. These investments have been made to ensure we meet our growth plan over the coming years, whilst balancing current cost increases that have occurred due to the inflationary environment, and increased energy costs.
Through an organic growth strategy, the Group is positioned well to continue along the same trajectory with FY25 revenue anticipated to be in the region of £35m, reflecting double-digit growth.
The management and stewardship of the business and the execution of the Group’s strategy are subject to a number of risks. The key risks to Opus are Social and Economic Risks, Competition Risk, Credit Risk and Liquidity Risk.
Social and Economic Risks
Social and Economic Risks including but not limited to; the general macro-economic environment and in recent times inflationary pressures and interest rate changes. The directors and leadership team have bi-monthly reviews of these risks and review the impact this has had or could have on the Group in the future, including ways in which these risks can be mitigated and/or managed. These risks are not specific to our business or sector, and we ensure we are adequately diversified in terms of our customer base, our supplier base and the solutions we provide in order to mitigate our risk.
Competitive risk
The unified communications and technology market continues to remain highly competitive with pressures on margins and rapid product development. We continue to advance our product suite, develop our staff and select our partners carefully; in order to deliver cost effective, efficient and enhancing solutions for our customers.
Credit risk
The Group’s principle financial assets are cash, trade, and other receivables. The Group’s credit risk primarily arises from trade receivables. A large proportion of our revenue is received on a monthly basis, with a high volume of this amount derived from large corporations and public sector customers. The credit risk is managed through controlled credit allocation and cash collection process, with credit checks on daily basis automated by our CRM system and monthly reviews on outstanding balances. All customer are credit checked prior to Opus commencing business with them, and debtors days is a tracked KPI reported monthly in the business.
Liquidity risk
The Group manages liquidity risk through regular short to medium term cash flow and revenue forecasts, which are reviewed weekly by senior management. The Group has a Revolving Credit Facility with HSBC which we have used only lightly to date.
Financial Key Performance Indicators
2024 2023 Var
£000’s £000’s
Turnover 27,627 20,904 +32%
Monthly Recursive Revenue (MRR) 25,546 18,850 +36%
MRR % of Revenue 92% 90% +2%
Gross Profit 13,771 10,423 +32%
GP Margin 50% 50% 0%
Non-Financial Key Performance Indicators
Environmental
We are committed to our on-going environmental objectives of offsetting our carbon emissions by investing in certified sustainability projects around the world. Opus continue to educate our staff and customers on ways to reduce the energy consumption, with the use of technology to help drive cleaner and more environmentally friendly ways in operating. We are also committed to being Net Zero by 2050 with the implementation of a Carbon Reduction Plan.
Operational
As a Group we continue to maintain a high quality of operational standard, monitored, and certified under Cyber Essentials Plus, ISO27001, ISO14001 and ISO9001 British Standards Accreditations.
Our people
At Opus, we are very proud of our people and our culture. During the year we launched our culture code, called “The Opus Way”. This sets out our core values and how we live them. It also sets out the various ways we support our staff in their development and effectiveness. We believe in feedback and ensure there is the right level of meeting cadence from one-to-ones, through to daily team stand ups and a monthly all-hands Company Update. Our people have the opportunity to feedback to the business too, and we were delighted to achieve a “World Class” ranking in the 2024 Best Companies to Work for Awards.
Customers
We continue to focus strongly on customer services and customer satisfaction, tracking a key industry metric of Net Promoter Score. Our NPS for April 2024 was 84. We pride ourselves on delivering a consistently outstanding customer experience and hold the Service Mark accreditation from the Institute of Customer Service.
Supported users
A key measurement that the Opus Board of Directors focus on, is total amount of end users support by our telecommunication services. At the end of the April 2024, the Group increased their support to 145,000 End Users.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 April 2024.
The results for the year are set out on page 11.
Whilst the company was dormant in the previous accounting periods, its subsidiary operations have previously been consolidated within Opus Telephone Systems Limited. Under merger accounting principles, corresponding comparative figures are therefore disclosed for this group and the sub-group headed by Opus ICT Limited.
Ordinary dividends were paid amounting to £1,250,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Opus Tech Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,267,431 (2023 - £0 profit).
Opus Tech Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor London Court, 39 London Road, Reigate, Surrey, United Kingdom, RH2 9AQ.
The group consists of Opus Tech Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Opus Tech Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
During the period there was a group reconstruction creating a new parent company for the group (please refer to note 30). This has been accounted for using the merger accounting principles.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 30 April 2024 are as follows:
The subsidiary companies are all registered in England and Wales and have the same registered office address as Opus Tech Limited.
By virtue of S479a of Companies Act 2006, the following subsidiaries were exempt from audit due to the statutory guarantee provided by Opus Tech Limited:
Opus Telephone Systems Limited
Opus ICT Limited
Opus Network Technology Limited
Opus Network Services Limited
The long-term loans are secured by a debenture, including fixed and floating charge.
Finance lease payments represent rentals payable by the group for motor vehicles. The lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year, both the ordinary and A ordinary shares were issued as part of a group reorganisation, more detail of which can be found in notes 29 and 30.
The ordinary shares and A ordinary have equal voting rights.
The company has provided security under a multilateral cross guarantee for a revolving loan facility covering a number of companies connected to Opus Business Systems Limited. The facility allows £2,000,000 to be drawn down upon until the repayment date of 3 November 2025.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Included within other creditors is an amount owed to the directors and close family of £449,871 (2023: £1,735,522).
Included within other creditors is an amount of £2,500 (2023: £485,000 - debtor) owed to companies under common control.
Included within other debtors is an amount owed to a company under common control of £80,000 (2023: £1,791).
During the year invoices totalling £728,882 (2023: £370,587) were received during the year from a company under common control.
Company
The company has taken the exemption from disclosing intra group transaction under FRS 102 section 33 "Related Party Disclosures".
On 21 February 2024, the group acquired control of Opus Telephone Systems Limited, Opus ICT Limited and Opus Technology Limited via a share for share exchange.
The acquisition of Opus Technology was done at fair value of £421,095 leading to a figure of £420,719 being recognised in a merger reserve on the parent company balance sheet.
A fair value adjustment to other creditors has been made to reflect the share buyback in Opus Technology Limited prior to the group reorganisation.
As explained in the accounting policies, effective on 1 February 2024, the company became the new parent of the Opus trading group. This was done by acquiring the 50 Ordinary and 2 A Ordinary shares of Opus Telephone Systems Limited via a share for share exchange with Opus Telephone Systems Limited, the Group's previous holding company. The consideration of this transfer was 9,420 Ordinary shares issued in the new parent company, the share valuation was £10,535,469 which led to a merger reserve figure of £10,526,049 in the company balance sheet.
The company also became the new parent of Opus ICT Limited. This was done by acquiring the 80 Ordinary shares via a share for share exchange with Opus ICT Limited. The consideration of this transfer was 376 Ordinary shares issued in the new parent company, the share valuation was £421,095 which led to a merger reserve figure of £420,719 in the company balance sheet.
The acquisition has been accounted for using the merger accounting principles with no significant adjustments made to the assets and liabilities of the company or of the Opus Telephone Systems Limited trading group. The group's pre-merger profit for the period was £1,515,828 and related to the period between 1 May 2023 and 31 January 2024. The group's profit for the year ended 30 April 2024 was £1,651,885.