Registration number:
Integreon Managed Solutions Limited
for the Year Ended 31 December 2024
Integreon Managed Solutions Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Integreon Managed Solutions Limited
Company Information
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Directors |
Mr Tushar Chandulal Gandhi Mr Rahul Malhotra Mr Subroto Mukerji |
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Company secretary |
Mr Michael Allen Zuercher |
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Registered office |
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Auditors |
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Integreon Managed Solutions Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Fair review of the business
Integreon Managed Solutions Limited (‘Company’) has been engaged in Creative and Business Solutions Services and Legal, Compliance and Business Solutions Services for the last 20 years. It is part of the overall Integreon group, which has approximately more than 4,000 employees across its delivery centres.
The results for the year show a reduction in turnover by 22% at £10,664,225 (2023: £13,673,589) with a net loss after taxation of £1,052,727 (2023: net profit of £782,302) and were below the management’s expectations.
The company’s Legal, Compliance and Business Solutions Services, being transactional business, witnessed reduction in turnover by 40% compared to last year, resulting in reduction in overall revenue. Additionally, there was bad debt of £383,527 in current year due to bankruptcy filed by one of the clients, which also impacted the loss.
The core focus of the company remains on customer delivery and fulfilment.
Principal risks and uncertainties
Financial risk management
The company is exposed to financial risk through its financial assets and liabilities. The key financial risk is that the proceeds from financial assets are not sufficient to fund the obligations arising from liabilities as they fall due.
Due to the nature of the company’s business and the assets and liabilities contained within the company’s balance sheet, the only financial risks the directors consider relevant are liquidity risk, credit and cash flow risk and foreign currency risk.
Credit, liquidity and cash flow risk
Credit, liquidity and cash flow risk are mitigated by the strong debtor controls and recovery of trade debtor balances on a timely basis. Also, the company has strong backing from the Integreon group of companies and its investors, who have funded the company as and when required.
Foreign currency risk
The company’s major material operation is the UK domestic market.
Management do not envisage any currency risk given the low volume of overseas transactions.
The company has a treasury function which is responsible for managing the liquidity and foreign currency risks associated with the company’s activities.
The company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. However, the company has not taken up any derivative instruments like options, futures, forwards and swaps.
Integreon Managed Solutions Limited
Strategic Report for the Year Ended 31 December 2024 (continued)
Key performance indicators
The directors use a number of measures, both financial and non-financial, to monitor and benchmark the performance of the company. They regard the following as key financial indicators of performance:
• Gross margin - 24.1% (2023 - 33.5%).
• Net cash flow from operating activities - measuring the performance in translating operating profit into cash flow through management of working capital. The net cash flow from operating activities was £(1,081,037) for the year (2023: £1,127,220).
The key non-financial indicator associated with the company continues to be the ability to maintain its existing customer base and to attract new customers. The company has overcome these risks and uncertainties as it has agreed new rates with key clients and expanded its customer base.
Strategy, business model and future developments
As highlighted above, the company is an integral part of the Integreon group, which continues to strengthen and scale its Creative and Business Solutions, as well as its Legal, Compliance, and Business Solutions services. In pursuit of this objective, the company has established strategic partnerships and alliances with leading technology organisation’s to provide comprehensive, integrated solutions to its clients. Furthermore, the company has initiated its advancement into Artificial Intelligence (AI), with particular emphasis on augmenting capabilities in legal support services.
This report was approved by the
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Integreon Managed Solutions Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Principal activity
The principal activity of the company continued to be that of the provision of outsourcing business and legal support functions to the legal profession and provision of sales and marketing services to the Integreon group.
Directors of the company
The directors who held office during the year were as follows:
Results and dividends
The results of the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of dividend for the year ended on 31st December 2024.
Appointment of auditors
The auditor, KNAV Limited is appointed under section 485 of the Companies Act 2006.
Strategic Report
The company 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 exposure to financial risk.
Political donations
The company has not made any political and charitable contributions during the year.
Post balance sheet events
The directors confirm that there have been no material post balance sheet events requiring disclosure in these financial statements.
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons:
The directors have made an assessment of future cash flows for a period of 12 months from the date of approval of these financial statements which indicate that the company will have sufficient funds through its operations to meet its liabilities as they fall due for that period. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for the period for at least 12 months from the approval of the financial statements and therefore have prepared the financial statements on going concern.
Integreon Managed Solutions Limited
Directors' Report for the Year Ended 31 December 2024 (continued)
Disclosure of information to the auditors
So far as each person who was a director on the date of approving this report is aware, there is no relevant audit information of which the company’s auditor 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 company’s auditor is aware of that information.
This report was approved by the
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Integreon Managed Solutions Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Integreon Managed Solutions Limited
Independent Auditor's Report to the Members of Integreon Managed Solutions Limited
Opinion
We have audited the financial statements of Integreon Managed Solutions Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Integreon Managed Solutions Limited
Independent Auditor's Report to the Members of Integreon Managed Solutions Limited (continued)
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements.
Integreon Managed Solutions Limited
Independent Auditor's Report to the Members of Integreon Managed Solutions Limited (continued)
The extent to which our procedures are capable of detecting irregularities, including fraud
We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.
We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations. The primary responsibility lies with management with the oversight of the Directors.
Based on our understanding of the company and industry, discussions with management, we identified Companies Act 2006, Financial Reporting Standard 102 Section 1A, and UK taxation and legislation as having a direct effect on the amounts and disclosures in the financial statements.
As part of the engagement team discussion about how and where the company’s financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.
Our audit procedures included:
• enquiry of management about the company’s policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;
• examining supporting documents for all material balances, transactions and disclosures;
• review of the Board of directors' minutes and resolutions circulated during the period;
• enquiry of management and review and inspection of relevant correspondence with any legal firms;
• evaluation of the selection and application of accounting policies related to subjective measurements and complex
transactions;
• analytical procedures to identify any unusual or unexpected relationships;
• testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;
• review of accounting estimates for biases
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Integreon Managed Solutions Limited
Independent Auditor's Report to the Members of Integreon Managed Solutions Limited (continued)
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.
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For and on behalf of
Ground Floor
66-68 College Road
Harrow
Middlesex
HA1 1BE
2025-98-UK
Integreon Managed Solutions Limited
Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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- |
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Operating (loss)/profit for the year |
(1,112,485) |
659,977 |
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Tax on (loss)/profit |
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(Loss)/profit for the financial year |
( |
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The profit and loss account are prepared on the basis that all operations are continuing operations.
Integreon Managed Solutions Limited
(Registration number: 05510334) (England and Wales)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Total assets less current liabilities |
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Capital and reserves |
|||
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Called up share capital |
4 |
4 |
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Share premium account |
12,605,775 |
12,605,775 |
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Profit and loss reserves |
(10,352,735) |
(9,365,356) |
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Total equity |
2,253,044 |
3,240,423 |
These financial statements were approved by the
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Integreon Managed Solutions Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
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Note |
Share capital |
Share premium account |
Profit and loss reserves |
Total |
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Balance at 1 January 2023 |
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|
( |
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Profit for the year |
- |
- |
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Credit to equity for equity settled share-based payments |
- |
- |
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Balance at 31 December 2023 |
4 |
12,605,775 |
(9,365,356) |
3,240,423 |
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Balance at 1 January 2024 |
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|
( |
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Loss for the year |
- |
- |
( |
( |
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Credit to equity for equity settled share-based payments |
- |
- |
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Balance at 31 December 2024 |
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( |
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Integreon Managed Solutions Limited
Statement of Cash Flows for the Year Ended 31 December 2024
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2024 |
2023 |
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Cash flows from operating activities |
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(Loss)/profit for the year |
( |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Share based payment transactions |
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Income tax expense |
( |
( |
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( |
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Working capital adjustments |
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Decrease/(increase) in debtors |
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( |
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Increase in creditors |
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(Decrease)/increase in deferred income |
( |
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Net cash flow from operating activities |
( |
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Cash flows from investing activities |
||
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Purchase of tangible assets |
( |
( |
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Purchase of intangible assets |
( |
( |
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Net cash flows from investing activities |
( |
( |
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Net (decrease)/increase in cash and cash equivalents |
( |
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Cash and cash equivalents at 1 January |
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Cash and cash equivalents at 31 December |
397,995 |
1,548,372 |
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
Integreon Managed Solutions Limited ("the company") is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The functional and presentational currency is GBP Sterling (£), being the currency of the primary economic environment in which the company operates in. The amounts are presented rounded to the nearest pound.
Going concern
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons:
The directors have made an assessment of future cash flows for a period of 12 months from the date of approval of these financial statements which indicate that the company will have sufficient funds through its operations to meet its liabilities as they fall due for that period. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for the period for at least 12 months from the approval of the financial statements and therefore have prepared the financial statements on going concern.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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.
Revenue from contracts for the provision of professional services is recognized 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 recognized only to the extent of the expenses recognised that is probable will be recovered.
Foreign currency transactions and balances
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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 company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
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 in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relates to taxes levied by the same tax authority.
Intangible assets
Intangible assets acquired separately from a business are recognised at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Software |
3-5 years straight line |
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The gain or loss arising on disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Leasehold improvement |
Over life of lease |
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Fixtures, fittings and computer equipment |
3-5 years straight line |
Impairment of fixed assets
At each reporting period end date, the company 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 asset is estimated in order to determine the extent of the impairment loss (if any).
Lessor
The company has subleased part of its leased property. Rental income from the sublease is recognised as other operating income in the profit and loss account on a straight-line basis over the sublease term, unless another systematic basis better reflects the pattern of benefit consumption.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit and 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 lease asset are consumed.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Share based payments
Equity settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Employee benefits
The costs 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 or to provide termination benefits.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Accounting policies (continued) |
Financial instruments
Classification
Recognition and measurement
Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms of financed at a rate of interest that is not a market rate or in case of an out-right short term loan not at a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Impairment
For financial assets measured as amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If a financial asset has a variable interest rate, the discounted rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
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Judgements and key sources of estimation uncertainty |
In the application of the company’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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred tax asset
The company has recognised deferred tax assets to the extent that it is probable that future taxable profits can be utilised against unused tax losses. Management has used its best estimate of the correct value of asset based on judgements in the company's forecasted future profits. Differences in forecasted taxable profits and actual profitability, or a downgrade in future forecasted taxable profits, could impact the deferred tax assets recognised in future periods.
Provision for bad and doubtful debts
The company calculates the bad debt provision by applying a percentage to the outstanding debt based on the age of the debtor. The company exercises judgement on this policy where necessary based on the specific circumstances of each debt.
Share based payment
The directors have been unable to directly measure the fair value of share options granted during the year. Therefore, the Black-Scholes model has been used to estimate their fair value indirectly. The model uses a number of assumptions, which the directors consider to be reasonable based on the current size and condition of the company and the sector it operates in. The company accounts for forfeitures of share grants as they occur and adjusts compensation cost accordingly. As a result, the valuation is subject to a degree of uncertainty and is made on the basis of assumptions that may not prove to be accurate. Key estimates and judgements for the valuation of share options can be seen at note 17.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
The analysis of the company's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the company's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Miscellaneous other operating income |
|
- |
|
Operating (loss)/profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Share-based payment expense |
65,348 |
94,584 |
|
Operating lease charges |
271,889 |
212,554 |
|
Fees payable to the company's auditor for the audit of the company's financial statements |
10,500 |
13,194 |
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Staff costs |
The aggregate payroll costs were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Share-based payment expenses |
|
|
|
|
|
The directors’ remuneration for the year was borne by other entities within the group. No amounts were charged to or paid by this company in respect of their services.
The average monthly number of persons employed by the company during the year was:
|
2024 |
2023 |
|
|
Management |
|
|
|
Office |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Deferred taxation |
||
|
Origination and reversal of timing differences |
( |
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
8 |
Taxation (continued) |
|
2024 |
2023 |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Depreciation on assets not qualifying for tax allowances |
( |
( |
|
Tax effect of expenses that are not deductible in determining taxable profit |
|
|
|
Unutilised tax losses carried forward |
- |
( |
|
Change in unrecognised deferred tax assets |
|
( |
|
Total tax credit for the year |
( |
( |
The company has estimated losses of £5,567,574 (2023: £4,719,595) available for carry forward against future trading profits.
|
Intangible assets |
|
Software |
|
|
Cost |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Amortisation and impairment |
|
|
At 1 January 2024 |
|
|
Amortisation charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Tangible assets |
|
Leasehold improvements |
Fixtures, fittings and computer equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation and impairment |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
|
Debtors |
|
Note |
2024 |
2023 |
|
|
Trade debtors |
|
|
|
|
Amounts owed by group undertakings |
|
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
Accrued income |
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
11 |
Debtors (continued) |
Details of non-current trade and other debtors
Included within deferred tax assets is a deferred tax asset of £264,445 (2023: £204,687) which are expected to be utilised after a period of 1 year.
Also included within other debtors are deposit of £186,402 (2023: £152,600) which are expected to be realised after a period of 1 year.
|
Creditors |
|
Note |
2024 |
2023 |
|
|
Due within one year |
|||
|
Trade creditors |
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
Taxation and social security |
|
|
|
|
Accruals |
|
|
|
|
Deferred income |
|
|
|
|
|
|
||
|
Due after one year |
|||
|
Accruals |
73,906 |
125,051 |
|
|
Other creditors |
33,801 |
- |
|
|
|
|
|
Deferred taxation |
The following are the major deferred tax assets recognised by the company and movement thereon:
|
2024
|
2023
|
|
|
Deferred tax assets |
264,445 |
204,687 |
|
Movements in the year |
2024 |
|
Asset at 1 January 2024 |
(204,687) |
|
Credit to profit or loss |
(59,758) |
|
Asset at 31 December 2023 |
(264,445) |
The deferred tax asset set out above is expected to reverse within 1 to 2 years and relates to the utilisation of tax losses against future expected profits of the same period.
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Deferred income |
|
2024 |
2023 |
|
|
Other deferred income |
656,260 |
2,120,667 |
|
656,260 |
2,120,667 |
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
4 |
|
4 |
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Share-based payments |
Scheme details and movements
Options generally expire in ten years; however, the term of the options may be limited to five years if the optionee owns stock representing more than 10% of the voting power of all classes of outstanding units of the E-Phoenix TopCo LLC (TopCo), its Parent or any of its subsidiaries. Vesting periods are determined by the TopCo and generally, provide for units to vest over periods of twelve to sixty months. Upon exercise units of TopCo will be allotted to the grant holder.
The grant date fair value of the stock options granted to employees were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:
• Expected life - 6.5 years (2023: 6.5 years)
• Risk free interest rate - 1.16% - 4.67% (2023: 1.16% - 4.10%)
• Expected volatility - 50.87% - 54.22% (2023: 51.09% - 54.22%)
• Expected dividend - 0% (2023: 0%)
The movements in the number of share options during the year were as follows:
|
2024 |
2023 |
|
|
Outstanding, start of period |
|
|
|
Outstanding, end of period |
|
|
|
Exercisable, end of period |
|
|
|
|
||
The movements in the weighted average exercise price of share options during the year were as follows:
|
2024 |
2023 |
|
|
Outstanding, start of period |
|
|
|
Outstanding, end of period |
|
|
|
Exercisable, end of period |
|
|
|
|
||
The options outstanding at 31 December 2024 had an exercise price ranging from £0.868 to £1.370, and a remaining contractual life of 3 years.
The total expense recognised in profit or loss for the year was £65,348 (2023: £94,584).
Integreon Managed Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Related party transactions |
The company has taken advantage of the exemption contained in FRS 102 Section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned by the group.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
E-Phoenix Holdings Inc. and Integreon BES Holdco LLC (DE, USA) are the largest and smallest group that prepare group financial statements of which Integreon Managed Solutions Limited is a member. The registered office of E-Phoenix Holdings Inc. is 1185, Avenue of the Americas, FL 39, New York, NY 10036, United States and The registered office of Integreon BES Holdco LLC (DE, USA) is 4150 19th Avenue South, Suite 202, Fargo, ND 58103.
The consolidated financial statements are not publicly available.
|
Post balance sheet date events |
There have been no events since the balance sheet date that require disclosure or adjustment in these financial statements.