REGISTERED NUMBER: 09929064 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

FIRST ORION UK LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

T P Childers

S D Hambuchen

T N Adwan

Registered office:

Suite 2 First Floor

10 Temple Back

Bristol

United Kingdom

BS1 6FL

Registered number:

09929064 (England and Wales)

Auditors:

Zome Audit Limited (Statutory Auditor)

5th Floor

111 Charterhouse Street

London

EC1M 6AW

CURRENT ASSETS

Debtors

4

17,653

17,062

Cash at bank

61,944

37,437

79,597

54,499

CREDITORS

Amounts falling due within one year

5

(3,048,073

)

(2,686,954

)

NET CURRENT LIABILITIES

(2,968,476

)

(2,632,455

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,968,476

)

(2,632,455

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(2,968,576

)

(2,632,555

)

SHAREHOLDERS' FUNDS

(2,968,476

)

(2,632,455

)

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

T P Childers - Director

1.	STATUTORY INFORMATION

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

The Company's functional and presentational currency is pounds sterling (£) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of section 1A "Small Entities" and the Companies Act 2006.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

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 initially recognised at transaction price.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Stock option expense

Judgement and estimation are required in determining the fair value of shares at the date of award. The fair value is estimatedusing valuation techniques which take into account the award's term, the risk-free interest rate and the expected volatility of themarket price of the Parent Company's shares. Judgement and estimation are also required to assess the number of options expected to vest.

Going concern

The financial statements for the year ended 31 December 2024 show net liabilities of £2,968,476 (2023: £2,632,455) and a loss for the year of £336,021 (2023: £473,490). The company is dependent on its parent to provide the necessary funding in order for the company to meet its obligations as they fall due. At the time of approving the financial statements, the director have a reasonable expectation that adequate resources will be made available for the company for the foreseeable future.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 4 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Trade debtors

9,304

-

Other debtors

-

6,780

VAT

342

5,016

Prepayments and accrued income

8,007

5,266

17,653

17,062

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/24

31/12/23

£

£

Amounts owed to group undertakings

3,024,325

2,665,696

Social security and other taxes

1,314

1,483

Accrued expenses

22,434

19,775

3,048,073

2,686,954

Amounts owed to group undertakings is unsecured, interest free and repayable on demand.

6.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31/12/24

31/12/23

£

£

Within one year

-

10,326

Above lease payment for 5 month Jan 2024 to May 2024.

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Roy Davis (Senior Statutory Auditor)

for and on behalf of Zome Audit Limited (Statutory Auditor)

8.	RELATED PARTY DISCLOSURES

At the year end the amount owed to the parent company by First Orion UK Limited was £3,024,325 (2023:£2,665,696). During the financial year, the directors did not receive any remuneration other than salaries.

9.	ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent undertaking of the company is First Orion Corporation, a company incorporated in The United States of America with its principal place of business at 2711 Centerville Road, Suite 400, Wilmington Delaware, DE 19808.

10.	SHARE-BASED PAYMENT TRANSACTIONS

Under the terms of the employment contracts, the employees of the company are entitled to participate in the share based payment scheme of First Orion Corp, the parent company. During the year, 500 share options have been granted and no options have been exercised. The total number of the share options as at 31 December 2024 is 5,500