The director presents the strategic report for the year ended 31 December 2024.

The group's operating profit for the financial period amounted to £6,735,458 (2023 ‑ £4,595,937). The board reports that the principal activity of the group has seen strong growth within the year helped by growth with existing partners and in securing new contracts with new partners and partner groups. The group operates predominately in the hotel and hospitality sector which in itself has seen a strong performance in 2024.

The principal risks faced by the group and company are those of general market and economic risks in common with other businesses in the current economic climate. These include:

National minimum wage

The government continues to increase the national living wage and the national minimum wage. We have noted that staff now demand the real living wage driven by the fact that the recruitment pool remains difficult but has eased slightly on 2023. The Directors, working with our hotel partners, are now paying the real living wage in most locations.

New employer national insurance contributions

In October 2024, the government announced an increase to employer National Insurance contributions. As a result, negotiating new pay reviews for staff from April 2025 has become more challenging. To support our partners, OMNI has taken the strategic decision not to pass on the full cost of this increase, instead absorbing part of the impact by reducing our margins in the April 2025 rates.

Uncertainty in the current economic climate

The Board recognises that the war in Ukraine and Gaza continues to effect global prices and may still be helping to drive inflation to much higher-than-expected levels. The utility market and cost of living crises has added to the uncertainty of guests staying at hotels as people begin to see their disposable income eroded by the upcoming increased costs. The group has seen higher costs from suppliers which is adding cost pressure to the business. This includes costs such as uniforms, chemicals, equipment, and IT costs.

Credit risk

The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by running credit checks on new customers, and by monitoring customers' payment patterns. The group monitors cash flow as part of its day to day control procedures. The director considers cash flow projections on a monthly basis and ensures that appropriate facilities are available to be drawn upon as necessary.

Liquidity risk

The group aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets. Investment is carefully controlled, with authorisation limits operating at different levels up to a group level and with rates of return and cash payback periods applied as part of the investment appraisal process.

The director uses ratio analysis such as gross profit margin, net profit margin, debt recovery days and analytical review of revenue and overheads together with knowledge of the seasonal variation, as a review of the group's performance.

• Gross profit margin for the year was 14.8% (2023 - 15.9%)

• Net profit margin for the year was 7.4% (2023 - 4.5%)

• Debt recovery days were 44 days (2023 - 49 days)

The director considers the above ratios to be acceptable levels for the year ended 2024.

The group depends on the skill and commitment of its employees in order to achieve its objectives. Staff at every level are encouraged and incentivised to make their fullest contribution to the group. The group’s selection, training development and promotion policies are designed to ensure equal opportunities exist for all the staff regardless of their gender, sexual orientation, marital status, race age or disability.

The group continues to invest in the development of technology to help streamline and enhance the recruitment journey for new staff.

Omni Facilities Management complies with the requirements of the Energy Savings Opportunity Scheme (ESOS) which is established by the Energy Savings opportunity Scheme Regulations 2014 to manage and reduce energy consumption. Under ESOS, Omni Facilities Management undertakes an emissions audit every 4 years. The group has now signed up to an Electric vehicle scheme that offers a salary sacrifice opportunity for current company car users to move over to and to move away from petrol or diesel cars.

Anti-Slavery Statement

The director is committed to ensure that the group complies with its legal and regulatory responsibilities including the Modern Slavery Act 2015 to ensure that slavery and human trafficking does not exist in any part of Omni Facilities Management business or supply chain. Omni Facilities Management 2021 statement on modern slavery is available on request.

Future developments

The group continued to see a high level of demand from new clients looking for outsourced services. The group has adopted an open book and transparent pricing model with all clients and this has been welcomed by existing and prospective clients. The pipeline for potential new clients remained strong in the year.

Technology

The group has recognised the important role of Robotics and software in housekeeping services and has invested in new technology to drive this program forward. It is anticipated that this technology will not only help with cost to our clients but that it will help improve the quality of cleaning in all businesses we clean. In the last year robotics and the OMNI Hotels app has launched very successfully in a number of hotels with good positive reviews from our clients and staff. This technology continues to evolve and OMNI is now introducing AI technology into the app for cleaning.

ESG

Omni Facilities Management recognises that a healthy environment is fundamental to the prosperity and wellbeing of our planet. The Board run a responsible business that supports approaches to minimise its impact to the environment. We are committed to meeting expectations to regulatory and other best practice environmental requirements, to strive for continual improvement in our operational systems and management approaches.

The director acknowledges and understands his duties and responsibilities, including that of section 172 of the Companies Act 2006. A director of the group must act in a way in which he or she considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

• the likely consequences of any decision in the long term;

• the interest of the group's employees;

• the need to foster the group's business relationships with suppliers, customers and others;

• the impact of the group's operations on the community and environment;

• the desirability of the group maintaining a reputation of high standards of business conduct; and

• the need to act fairly between members of the group.

The director recognises that the long term success of the business is dependent on the way we interact with a large number of important stakeholders including our colleagues, clients and shareholders. The director has had regard to the interest of the group's stakeholders while complying with the obligations to promote the ongoing success of the business in line with section 172 of the Companies Act.

Ahead of all board meetings management are supplied with board papers that highlight relevant stakeholder considerations along with performance metrics and ongoing forecasts.

The board’s decision making considers both risk and reward in the pursuit of delivering long term value to our stakeholders and acknowledging and understanding the current and potential risks to the business, both financial and non-financial, are fundamental to how we manage the business.

The director, both individually and collectively along with the management board consider the decisions taken during the period ended 31 December 2024 were in conformance with the director's duty under section 172 of the Companies Act.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the group for the period was that of facilities management and the principal activity of the

company was that of a holding company.

The results for the year are set out on page 16.

Ordinary dividends were paid amounting to £1,315,600. The director does not recommend payment of a further dividend.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Statement of corporate governance arrangements

As a privately owned business, OMNI FM is run in a way consistent with an agreed set of core values that cover how we deliver value to shareholders and the wider community and how we interact with our stakeholders, including shareholders, employees, customers and suppliers. Accordingly, we have not applied a specific corporate governance code during 2024. The Board will continue to monitor the development of private company corporate governance before deciding, in conjunction with the shareholders, whether it would be beneficial to formally adopt a specific corporate governance code such as the Wates Principles.

Our corporate governance arrangements are as follows:

Our principles

OMNI stands firmly on four fundamental principles: Value, Quality, Reliability and Transparency. These principles serve as the cornerstone of our business and guide our every action.

The Board sets our overall strategy in line with our principal values and formally meets on a quarterly basis to monitor performance against that strategy. The group's values are embedded in its operations and reinforced during induction for new employees and at regular team and departmental meetings. We measure this through 1 employee survey every year (October) to ensure we are listening to our team to help drive our business forward. These are the values that guide and inform everything we do and reflect our principles as a business. The group has a zero-tolerance approach on bribery and corruption, tax evasion and modern slavery.

Breach of the group values is a disciplinary mater. The Board holds regular weekly meetings with heads of departments, Operations Directors and Regional Managers to seek feedback on trading conditions, P&L performance and the effectiveness of the group’s overall strategy. Diversity and inclusion focus on the right person for the role irrespective of gender, race or religion.

Our Strategy

We aim to deliver sustainable business growth through the following objectives:

• Strong client management of existing clients

• Most of the group’s growth has traditionally been organic and word of mouth

• New focus on seeking new business opportunities such as working in airports and schools

• New marketing strategy with the recent employment of a Chief Commercial Officer for the group

• Embracing new technology such as robotic cleaning, OMNI Hotels and OMNI Commercial Software

• Working on the use of AI to help with cleaning and checking rooms

Board Composition

• Riaz Ladha        Chairman and Owner of OMNI Group

• Steven Foster        Chief Executive Officer

• Kes Aalwar        Chief Financial Officer

• Leonardo Paz        Chief Operations Officer

• Vinita Bhandari        HR Director

• Andrea Pegg Business Development Director

Appointments to the Board are discussed with the Chairman prior to any appointment being confirmed. All new Directors will be required to participate in an induction program upon appointment. Whilst this encompasses standard governance and regulatory items aimed at ensuring that they fully understand, and are equipped to effectively discharge, their duties as Directors, this is also tailored to their individual training and developmental needs. The Board contains no independent non-executive Directors. The Board considers that the current Directors bring objective contributions and judgements to Board deliberations in addition to constructive challenge of matters outside their core responsibilities.

The Board is supported by a senior management team made up of individuals with a wide range of backgrounds, skills and experience. Executive Directors hold regular operational meetings with their respective leadership teams and meet with the senior management team on a weekly basis to monitor business performance and agree required actions after which an informal meeting of Executive Directors considers appropriate responses and actions. The Board formally meets quarterly to discuss longer term strategy, with additional annual strategy meetings held with the senior management team.

Our Strategy (continued)

The Board is committed to developing a more diverse workforce, including at the most senior levels, but recognises that this will be achieved through gradual evolution. We are proud to have a strong female presence in our business already but recognise that there is still work that can be done to improve on this.

Our ongoing approach includes:

• Continuing to train and coach our managers on diversity

• Working in a collaborative and targeted way to increase female recruitment into the business.

• Breaking down industry preconceptions to encourage women into areas of the business where they are currently under-represented, namely at our board level and in the IPS business.

• Promoting successes of our female role models internally and externally on social media.

Shareholder relationship

The relationship between the Board and shareholders is managed through formal General Meetings and other family/shareholder meetings. Family/shareholder matters are dealt with in family/shareholder meetings whilst business matters are dealt with by the Board. Each shareholder receives a copy of the Annual Report as well as regular updates on business performance, issues and social responsibility matters.

Director responsibilities

The Board seeks to ensure that the necessary financial legal and human resources are in place for the group to be able to meet its objectives, to review management performance and to ensure that its obligations are understood and met.

The health and safety of our customers, staff and wider communities is a priority and the Directors ensure all required resources are available to achieve this, as well as promoting a safety culture on branch visits and unannounced health and safety audits.

The Board receives weekly and timely information on all key aspects of the business, including health and safety, risks and opportunities, the financial performance of the business, operational matters, market conditions, learning and development and sustainability, all supported by Key Performance Indicators (KPls) and regular one to one meetings.

All Directors have a clear understanding of their roles and have access to legal advice on their responsibilities or relevant regulations. This ensures the Board receives regular briefings on new regulations impacting the group, including General Data Protection Regulation, ESG reporting and the impact of adopting new accounting standards.

The group seeks to provide competitive remuneration packages that will attract and retain executives of the calibre required to take forward the group's strategy. Remuneration comprises a base salary, employee share incentive scheme currently paid as a bonus, and a competitive benefits package. The remuneration package of each Director is discussed and agreed by the Chief Executive and the Chairman. Discussions with the Chairman take into account business performance and the level of change to employee remuneration.

The board reviews all team members salaries annually.

ESG

The far-reaching risks of climate change, and its growing impact on both the environment and the global economy, are well documented and the group recognises that we have an important role to play in our own ESG policies.

The group has signed up to Science Based Targets to reach net zero by 2030 and it is hoped that we can reach this sooner than then.

We have recognised the importance of our ESG policy and have signed up to Ecovadis to help us monitor and score our whole ESG policy with an aim to attain Gold accreditation by the end of 2025.

The group appointed our Health and Safety Director to be responsible for our ESG policy including supporting her on gaining formal accreditations for this role.

Opportunity and risk

Led by the Chairman, the Board is responsible for setting the group’s strategic direction. The Board has established delegated authorities and controls to ensure efficient management of the group's operations. The group uses its Internal Audit and Group Risk functions to assist its monitoring of performance and risk. The Board consider the principal risks to be those that could cause the greatest damage if not effectively evaluated, understood and managed.

These principal risks are considered to be:

Opportunity and risk (continued)

There have been no subsequent events impacting the group since the year end.

Matters addressed in the strategic report

The company and group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, engagement with customers, suppliers and others as well as disclosures linked to financial instruments to the extent that these are applicable.

The auditor, Armstrong Watson Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group's greenhouse gas emissions and energy consumption for the year ended 31 December 2024 are as follows:

Equivalent carbon dioxide emissions as a result of combustion of gas, or other consumption of fuel for the purposes of transport 154.03 tCO2e (2023 - 112 tCO2e).

Equivalent carbon dioxide emissions as a result of the purchase of electricity by the group for its own use 11.88 tCO2e (2023 - 12 tCO2e).

The aggregate of the annual quantity of energy consumed from activities for which the company is responsible 594,821 kWh (2023 - 545,571 kWh).

The footprint is calculated in accordance with the Greenhouse Gas (GHG) Protocol and Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance. Activity data has been converted into carbon emissions using published emissions factors.

The GHG Protocol establishes comprehensive global standardised frameworks to measure and manage

greenhouse gas (GHG) emissions from private and public sector operations, value chains and mitigation actions. The framework has been in use since 2001, and forms a recognised structured format, to calculate a carbon footprint.

During 2024 we have continued to work towards further reductions in energy including;

• Travel planning and monitoring and use of remote meetings where possible.

• Operating and maintaining company vehicles with due regard to environmental issues as far as reasonably practical and encouraging the use of alternative means of transport and car sharing as appropriate.

• Partnering with the Electric car scheme to begin to introduce electric cars into the fleet.

• We have continued with our Behavioural change programmes and implemented Environmental awareness training for our team members. This includes a focus on turning off equipment when not in use to help reduce our energy.

• Working with all partner suppliers to use new technology they have developed to help with reducing carbon emissions. As an example working closely with the I-Team in the Netherlands to understand new cleaning technology that they are developing.

• Use new technology to reduce high use chemicals. Example include using a water-based chemical in hotels and using new Mop technology that allows floor cleaning using water only.

• Use technology to reduce printing in all hotels. Most work now done online and stored online. Examples include using new technology for recruitment (all signed and completed online), eLearning and Management reporting for the Operations teams.

• We have signed our commitment to reducing emissions in line with science based targets.

• We have begun implementing our strategy to do this which includes: partnerships, use of technology and innovation and engagement with our teams on sustainability.

Intensity ratios have been calculated from the value of turnover and include all of the energy usage and emissions stated within the values reported above and in accordance with the methodology applied.

The intensity ratio for the Group is 1.83 tCO2e/£m (2023 - 2.71 tCO2e/£m).

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Omni Facilities Management Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

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 Director's Report.

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

• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Director's remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Director's Responsibilities Statement set out on page 6, the Director is 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 Director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Director is 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 Director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and knowledge of the Company to identify or recognise non-compliance with applicable laws and regulations.

• we identified the laws and regulations applicable to the company through discussions with directors and other management and review of appropriate industry knowledge. Key laws and regulations we identified during the audit were the UK Companies Act 2006 and tax legislation, UK employment legislation and UK health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above by making enquiries of management and

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

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

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

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

• performed analytical procedures as a risk assessment tool to identify any unusual or unexpected relationships;

• tested journal entries recorded on the Company’s finance system to identify unusual transactions that may indicate override of controls;

• reviewed key judgements and estimates for any evidence of management bias.

• reviewed the application of accounting policies with focus on those with heightened estimation uncertainty.

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 and

• enquiring of management to identify actual and potential litigation and claims.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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 £2,580,738 (2023 - £2,166,334 profit).

Omni Facilities Management Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 11 Beavor Lane, London, W6 9AR.

The group consists of Omni Facilities Management Holdco 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, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements (where these are applicable):

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; and

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated group financial statements consist of the financial statements of the parent company Omni Facilities Management Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in associates.

All financial statements are made up to 31 December 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.

Entities in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Basis of consolidation (Continued)

Investments in associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of associates include acquired goodwill.

If the group’s share of losses in an associate equals or exceeds its investment in the associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the associate.

Unrealised gains arising from transactions with associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the director has a reasonable expectation that the group and company has adequate resources to continue in operational existence for the forseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Management have prepared the financial statements on a going concern basis. The information management used to make that assessment was the preparation of forecasts to at least 12 months from the date of financial statement approval and a review of banking facilities. These showed that the group and company will remain cash generative for the foreseeable future and has sufficient funding facilities available.

On this basis the director is confident that the group and company will have sufficient funds and will continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover relates to the provision of facilities management services and is recognised at the fair value of the consideration received or receivable. Turnover is shown net of VAT and other sales related taxes.

Revenue from contracts for the provision of services is recognised in the period which the services are provided and when:

• the amount can be measured reliably;

• It is probably that the company will receive the consideration due under contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contact can be measured reliably.

Rental income

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

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 statement of comprehensive income.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the statement of comprehensive income.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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.

Fixed asset investments (Continued)

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.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 certain 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. Financial assets classified as receivable within one year are not amortised.

Financial assets 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 the statement of comprehensive income.

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 the statement of comprehensive income.

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 certain creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price. 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.

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 statement of comprehensive income 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 statement of comprehensive income, 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.

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income 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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the statement of comprehensive income.

In the application of the group’s accounting policies, the director is 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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Investment property values within the financial statements are assessed annually by the director and informed where appropriate by external third party valuations.

Valuations are subject to, amongst other factors, the nature of the property, its location and the expected future rental income. As a result, the valuation of investment property is subject to a degree of uncertainty and is made on the basis of assumptions which may prove to be inaccurate, particularly in periods of volatility or low transaction flow in the market.

If any of the assumptions used prove to be incorrect this could result in the valuation of investment properties differing from the valuation incorporated into the financial statements and the difference could have a material effect on the financial statements.

The fair value of investment properties at the reporting date is outlined at note 14.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

During the year there were no directors (2023 - none) accruing retirement benefits under defined contribution pension schemes.

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:

A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change has had a consequential effect on the group's tax charge with the standard rate of tax in the prior year reflective of a marginal tax rate arising from the group's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.

At 31 July 2024, a transfer of the trade and assets of Omni IPS to Omni Facilities Management Limited was undertaken. Following this, the Director has assessed residual interest in Omni IPS Limited and concluded that an impairment of the remaining value of £29,444 should be reflected given the lack of future trading expectations for Omni IPS Limited and therefore the absence of any economic benefit to the Group going forward.

Investment property comprises land and buildings held for rental or capital appreciation purposes. The fair value of the investment properties have been arrived at on the basis of a valuation carried out at the reporting date by the director. In making his assessment, the director has considered a third party valuation carried out on 17 February 2022 by Stiles Harold Williams Partnership LLP. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

Details of the company's subsidiaries and associates at 31 December 2024 are as follows:

During the year the Director resolved to undertake a transfer of the trade and assets of Omni IPS Limited to the immediate parent entity Omni Facilities Management Limited. This transfer was enacted on 31 July 2024.

Omni Hotels LLP was dissolved on 10 September 2024 and is no longer an associate of the Group.

Included within other debtors are balances totalling £863,132 (2023: £Nil). These balances are secured by first floating charges over the debtor’s assets.

Bank loans are secured by a fixed and floating rate charge over certain of the group's freehold investment properties. The loan is repayable in instalments and attracts a minimum interest of 4.91% per annum. The loan will be fully repaid in 2032.

There is a cross guarantee and debenture between; Remlex Ltd, who are a related party of the group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

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.

Contributions totalling £405,824 (2023 - £221,753) were payable to the fund at the reporting date and are included in creditors.

Profit and loss reserves represent accumulated comprehensive income for the year and prior periods less dividends paid.

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:

There have been no subsequent events impacting the group since the year end.

The remuneration of key management personnel is as follows.

The company has taken advantage of the exemption, under the terms of Financial Reporting 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.

During the period the Group was charged £149,262 (2023: £162,631) by an associated company for rent and utilities. At the balance sheet date amounts owed to associated companies was £Nil (2023: £12,621).

Recharged expenses to related parties through common directors during the year amounted to £11,764 (2023: £33,928). Repayments from related parties through common directors during the year amounted to £815 (2023: £4,492).

At the balance sheet date related parties through common directors owed the Group £1,218,479 (2023: £350,255).

Amounts charged to or repaid to related parties through common control during the period amounted to £636,160 (2023: £143,000). Amounts repaid by or charged to the Group by related parties through common control amounted to £393,509 (2023: £368,306).

At the balance sheet date related parties through common control owed the Group £427,048 (2023: £467,370).

At the balance sheet date related parties through common control were owed by the Group £161,960 (2023: £397,635).

Dividends totalling £1,315,600 (2023 - £2,166,334) were paid in the year in respect of shares held by the company's directors.

The following amounts were advanced to/(repaid by) company directors during the current reporting period. No amount was owed (to)/by company directors at the end of the reporting date.

At the balance sheet date the ultimate controlling party was R G H Ladha.