Company registration number 02564017 (England and Wales)
OMEGA ENGINEERING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OMEGA ENGINEERING LIMITED
COMPANY INFORMATION
Directors
A Howard
A Fuller
C Blenkinsop
N Mizuta
Secretary
A Howard
Company number
02564017
Registered office
One Omega Drive
Northbank
Irlam
Manchester
M44 5BD
Auditor
Alliotts LLP
Manfield House
1 Southampton Street
London
WC2R 0LR
OMEGA ENGINEERING LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 29
OMEGA ENGINEERING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

Omega Engineering Limited ('t he c ompany') supplies a broad range of instrumentation, data acquisition systems, sensors and process control and computer software to measure and control temperature, pressure, strain, flow, level, pH and humidity. The c ompany also supplies electric heaters for process equipment and research apparatus.

Business Model

The c ompany is part of a wider group that operates across the globe within many vertical markets. The demands of which vary greatly dependant on the continent and country being supplied. To meet with customer expectation, the company and group strives to maintain adequate levels of inventory across its global distribution centres, providing fast response and delivery where it’s needed most.

Close relationships are maintained with key customers, suppliers and vendors with terms and credit facilities that are negotiated to match the business’s strategic directives. The primary supplier is Omega Engineering Inc., who are the parent company.

Omega Engineering Inc. is the immediate parent company and Arcline Investment Management is the ultimate holding company.

The c ompany works closely with accredited agents to maintain appropriate standards for product quality, global compliance, environmental regulation and developments to employment law.

Business review and results

The business was broadly stable in the year ended 31 December 2024. However, cost pressures arising from the global inflationary environment have put pressure on gross margins. Given the higher purchasing price being seen for raw materials and finished goods globally there is acceptance of the Gross Margin achievement in the financial year. With these pressures looking to continue in to 2025 the timing of improvement is yet to be determined.

The directors remain satisfied regarding the year-end financial position of the company and remain confident that the overall trading position will improve further as global inflationary pressures ease.

Principal risks and uncertainties

The c ompany’s operations expose it to a variety of financial risks that include the effects of changes in commodity price risk, credit risk, liquidity risk, interest rate risk and more recently labour market demands. The c ompany has in place risk management initiatives that seek to limit the adverse effects on the financial performance of the c ompany by monitoring levels of debt finance and the related finance costs. Economical, political and conditions of the changing markets could also adversely affect revenue growth and profitability.

Future developments

The c ompany will continue to develop and launch new products where market penetration and sales uplift can be gained in order to strengthen the position in its global markets. Along with this the c ompany will continuously strive to strengthen its service levels within the EMEA region. Revenue growth being built on product availability and a proactive approach to customer retention and acquisition. Further investment will continue into business systems to allow for greater efficiency and capability in servicing customer demand. Investment in external staff with strategic placement across the region will give focus on achieving our strategic growth initiatives.

Key performance indicators

The key performance indicators for the company are sales revenue, operating profit and net assets.

During the year, the company's revenue decreased by 1.5%, to £16,239,497 (2023: £16,493,603).

The company has a profit in the financial year 2024 of £1 46,479 compared to £688,210 in 2023. The net assets as at 31 December 2024 were £4,3 71,821 (2023: £4,225,342).

OMEGA ENGINEERING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

On behalf of the board

A Howard
Director
20 October 2025
OMEGA ENGINEERING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

A Howard
A Fuller
C Blenkinsop
N Mizuta
Auditor

The auditor, Alliotts LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible 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:

- select suitable accounting policies and then apply them consistently;

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

- 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.

Statement of disclosure to auditor

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 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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

OMEGA ENGINEERING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
A Howard
Director
20 October 2025
OMEGA ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OMEGA ENGINEERING LIMITED
- 5 -

Qualified opinion

We have audited the financial statements of Omega Engineering Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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, except for the effects of the matter described in the 'Basis for qualified opinion' section of our report, 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 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 qualified opinion

We were not appointed as auditor of the company until after 31 December 20 22 and thus did not observe the counting of physical inventories at that date, which forms the opening balance for the comparative year ended 31 December 2023.

We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 20 22, which were included in the balance sheet at £1,301,259, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount at 31 December 2022 was necessary, or whether there was any consequential effect on the cost of sales for the year ended 31 December 2023. There is no impact to inventory quantities of £1,802,404 at 31 December 2023 or £1,907,771 at 31 December 2024.

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 qualified opinion.

Conclusions relating to going concern

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

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

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

OMEGA ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OMEGA ENGINEERING LIMITED (CONTINUED)
- 6 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the 'B asis for qualified opinion' section of our report, i n the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

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:

- 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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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's 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.

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.

OMEGA ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OMEGA ENGINEERING LIMITED (CONTINUED)
- 7 -

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

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 skills 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 from our commercial knowledge and experience of the distribution sector;

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

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

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to 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;

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

- understanding the design of the company’s remuneration policies.

Audit response to risks identified

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

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing the company's legal expenses and enquiring with the group's internal legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.

OMEGA ENGINEERING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OMEGA ENGINEERING LIMITED (CONTINUED)
- 8 -
Sudheer Gupta BA FCA (Senior Statutory Auditor)
For and on behalf of Alliotts LLP, Statutory Auditor
Chartered Accountants
Manfield House
1 Southampton Street
London
WC2R 0LR
20 October 2025
OMEGA ENGINEERING LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
16,239,497
16,493,603
Cost of sales
(12,814,920)
(13,114,620)
Gross profit
3,424,577
3,378,983
Distribution costs
(195,937)
(244,553)
Administrative expenses
(2,995,225)
(2,209,862)
Operating profit
4
233,415
924,568
Interest receivable and similar income
7
-
0
4,129
Interest payable and similar expenses
8
(21,636)
-
0
Profit before taxation
211,779
928,697
Tax on profit
9
(65,300)
(240,487)
Profit for the financial year
146,479
688,210

The notes on pages 14 to 29 form part of these financial statements.

OMEGA ENGINEERING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit for the year
146,479
688,210
Other comprehensive income
-
-
Total comprehensive income for the year
146,479
688,210

The notes on pages 14 to 29 form part of these financial statements.

OMEGA ENGINEERING LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
17,776
35,614
Tangible assets
12
155,147
170,016
Investments
13
260,060
260,060
432,983
465,690
Current assets
Stocks
15
1,907,771
1,802,404
Debtors
16
4,441,923
4,198,044
Cash at bank and in hand
915,697
630,666
7,265,391
6,631,114
Creditors: amounts falling due within one year
17
(3,326,553)
(2,871,462)
Net current assets
3,938,838
3,759,652
Net assets
4,371,821
4,225,342
Capital and reserves
Called up share capital
20
177,000
177,000
Profit and loss reserves
21
4,194,821
4,048,342
Total equity
4,371,821
4,225,342

The notes on pages 14 to 29 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 October 2025 and are signed on its behalf by:
A Howard
Director
Company registration number 02564017 (England and Wales)
OMEGA ENGINEERING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
177,000
3,360,132
3,537,132
Year ended 31 December 2023:
Profit and total comprehensive income
-
688,210
688,210
Balance at 31 December 2023
177,000
4,048,342
4,225,342
Year ended 31 December 2024:
Profit and total comprehensive income
-
146,479
146,479
Balance at 31 December 2024
177,000
4,194,821
4,371,821

The notes on pages 14 to 29 form part of these financial statements.

OMEGA ENGINEERING LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
440,693
(2,362,398)
Interest paid
(21,636)
-
0
Income taxes paid
(122,364)
(194,821)
Net cash inflow/(outflow) from operating activities
296,693
(2,557,219)
Investing activities
Purchase of tangible fixed assets
(11,662)
(4,300)
Interest received
-
0
4,129
Net cash used in investing activities
(11,662)
(171)
Net increase/(decrease) in cash and cash equivalents
285,031
(2,557,390)
Cash and cash equivalents at beginning of year
630,666
3,188,056
Cash and cash equivalents at end of year
915,697
630,666

The notes on pages 14 to 29 form part of these financial statements.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Omega Engineering Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Omega Drive, Northbank, Irlam, Manchester, M44 5BD.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Budgets and cashflows have been prepared for the upcoming twelve months and beyond, which reflect the expectation of positive cashflows in the company. Companies in the wider group have also committed to supporting the Company to enable it to meet its liabilities as they fall due if this is necessary. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic health benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit and loss account.

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

Software
5 years straight line
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. The cost comprises the purchase price paid and any costs directly attributable to bringing it into working condition for its intended use.

Depreciation is recognised in the profit and loss account on a a straight line basis to write off the cost, less the estimated residual value (which is reviewed annually), of property, plant and equipment over its estimated useful economic life. Depreciation commences on the date the assets are ready for use within the business and the asset carrying values are reviewed for impairment when there is an indication that they may be impaired. The depreciation charge is revised where useful lives are different from those previously estimated, or where technically obsolete assets are required to be written down. Where parts of an item of plant and equipment have separate lives, they are accounted for and depreciated as separate items. Land is not depreciated. Assets are depreciated over their useful lives as follows:

Leasehold land and buildings
10 years straight line
Plant and equipment
5 years straight line
Fixtures and fittings
5 years straight line
Computers
5 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Interests in subsidiaries 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 profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
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 the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. In the case of manufacturing inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Inventories is accounted for on a first in, first out basis or, in some cases, a weighted average basis is used if deemed more appropriate for the business. Provisions are made to write down slow-moving, excess or obsolete items to net realisable value, based on an assessment of technological and market developments and on an analysis of historic and projected usage with regard to quantities on hand.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company 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 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company 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 company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has 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.

1.13
Employee benefits

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.

1.14
Retirement benefits

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised in the profit and loss account in the periods during which services are rendered by employees.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Inventories

Inventories are valued at the lower of cost and estimated selling price less costs to complete and sell. Estimated selling price less costs to complete and sell includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

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.

Inventory provisioning

The company's industry is subject to changing technological trends. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory and historical trends, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.

Recoverable amount of trade debtors

Trade debtors are held at amortised cost less accumulated impairments. Determining whether an impairment is warranted requires an estimate of the recoverable amount of the balance, for which management considers historical trends as well as the financial position of the customer.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
16,239,497
16,493,603
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 20 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
5,399,861
5,622,934
Germany
3,816,388
3,612,856
France
813,324
957,249
Rest of Europe
4,656,326
4,995,430
Rest of World
1,553,598
1,305,134
16,239,497
16,493,603
2024
2023
£
£
Other revenue
Interest income
-
4,129
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
54,484
57,683
Fees payable to the company's auditor for the audit of the company's financial statements
33,016
64,577
Depreciation of owned tangible fixed assets
26,531
29,944
Amortisation of intangible assets
17,838
17,835
Impairment of stocks recognised or reversed
(382,458)
73,585
Operating lease charges
85,996
43,290
5
Employees

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

2024
2023
Number
Number
Sales and marketing
26
18
Administrative
7
9
Total
33
27
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
1,639,144
1,167,388
Social security costs
169,098
132,614
Pension costs
76,398
57,911
1,884,640
1,357,913
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
304,263
329,295
Company pension contributions to defined contribution schemes
14,531
12,970
318,794
342,265

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
172,219
200,043
Company pension contributions to defined contribution schemes
7,153
6,389
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
-
0
4,129

All interest receivable and similar income relates to financial assets held at amortised cost.

8
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
21,636
-
0
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
43,268
219,926
Adjustments in respect of prior periods
17,307
22,041
Total current tax
60,575
241,967
Deferred tax
Origination and reversal of timing differences
4,725
(1,022)
Changes in tax rates
-
0
(65)
Adjustment in respect of prior periods
-
0
(393)
Total deferred tax
4,725
(1,480)
Total tax charge
65,300
240,487

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:

2024
2023
£
£
Profit before taxation
211,779
928,697
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
52,945
218,430
Tax effect of expenses that are not deductible in determining taxable profit
13,028
891
Adjustments in respect of prior years
(673)
21,648
Effect of change in corporation tax rate
-
0
(65)
Other adjustments
-
0
(417)
Taxation charge for the year
65,300
240,487
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses/(reversals) have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Stocks
15
(382,458)
73,585
Recognised in:
Cost of sales
(382,458)
73,585
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
11
Intangible fixed assets
Software
£
Cost
At 1 January 2024 and 31 December 2024
89,181
Amortisation and impairment
At 1 January 2024
53,567
Amortisation charged for the year
17,838
At 31 December 2024
71,405
Carrying amount
At 31 December 2024
17,776
At 31 December 2023
35,614
12
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2024
223,152
17,469
98,906
87,195
426,722
Additions
-
0
-
0
11,662
-
0
11,662
Disposals
-
0
-
0
-
0
(1,304)
(1,304)
At 31 December 2024
223,152
17,469
110,568
85,891
437,080
Depreciation and impairment
At 1 January 2024
60,819
17,469
98,565
79,853
256,706
Depreciation charged in the year
22,116
-
0
1,119
3,296
26,531
Eliminated in respect of disposals
-
0
-
0
-
0
(1,304)
(1,304)
At 31 December 2024
82,935
17,469
99,684
81,845
281,933
Carrying amount
At 31 December 2024
140,217
-
0
10,884
4,046
155,147
At 31 December 2023
162,333
-
0
341
7,342
170,016

The carrying value of land and buildings comprises:

2024
2023
£
£
Short leasehold
140,217
162,333
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
260,060
260,060
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Omega Technologies Limited
One Omega Drive River Bend, Technology Centre Northbank, Irlam, Manchester M44 5BD
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Omega Technologies Limited
872,182
-
0

The company has taken advantage of the exemption available under section 405(2) of the Companies Act 2006 to exclude from consolidation those subsidiary undertakings that are not material.

The company has consequently taken advantage of section 402 of the Companies Ac t 2006, which provides an exemption from the requirement to prepare group accounts where all of the company's subsidiaries could be excluded from consolidation under section 405 of the Companies Act 2006.

15
Stocks
2024
2023
£
£
Raw materials and consumables
20,291
21,813
Work in progress
8,147
6,038
Finished goods and goods for resale
1,879,333
1,774,553
1,907,771
1,802,404
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,651,471
1,355,372
Corporation tax recoverable
6,732
-
0
Amounts owed by group undertakings
2,680,044
2,617,657
Other debtors
70,647
208,022
Prepayments and accrued income
25,514
4,753
4,434,408
4,185,804
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 18)
7,515
12,240
Total debtors
4,441,923
4,198,044

All amounts owed by group undertakings are interest free, unsecured and repayable on demand.

17
Creditors: amounts falling due within one year
2024
2023
as restated
£
£
Trade creditors
101,116
105,094
Amounts owed to group undertakings
2,575,397
2,212,026
Corporation tax
-
0
55,057
Other taxation and social security
37,832
33,923
Accruals and deferred income
612,208
465,362
3,326,553
2,871,462

Amounts included within 'Corporation tax' for the year ended 31 December 2023 have been restated to include £54,627 which has been reclassified from 'Other taxation and social security'.

All amounts owed to group undertakings are interest free, unsecured and repayable on demand.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
18
Deferred taxation

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

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
6,108
12,240
Other short term timing differences
1,407
-
7,515
12,240
2024
Movements in the year:
£
Asset at 1 January 2024
(12,240)
Charge to profit or loss
4,725
Asset at 31 December 2024
(7,515)

The deferred tax asset set out above is expected to reverse within 60 months and relates to accelerated capital allowances and other short term timing differences that are expected to mature within the same period.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
76,398
57,911

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Amounts of £nil (202 3: £nil) remained unpaid at the reporting date.

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Share capital
(Continued)
- 27 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable preference shares of £1 each
176,000
176,000
176,000
176,000
Preference shares classified as equity
176,000
176,000
Total equity share capital
177,000
177,000

Ordinary Shares

The authorised share capital is under the control of the directors who may allot, grant options over or otherwise dispose of the same, to such persons, on such terms and in such a manner that they think fit. The company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividends shall exceed the amount recommended by the directors.

Redeemable Shares

The redeemable shares are redeemable at their nominal value at any time, at the option of the company. With the exception of redemption rights, the redeemable shares and ordinary shares rank pari passu in all respects and are subject to the same rights and restrictions.

21
Reserves

Called up share capital: represents the nominal value of the shares that have been issued.

Profit and loss reserves: includes all current and prior period retained profit and losses, net of cumulative dividends paid.

22
Financial commitments, guarantees and contingent liabilities

In prior years, Omega Engineering Limited guarantee d the debts and liabilities of subsidiary company Omega Technologies Limited, which had claimed the statutory audit exemption at the balance sheet date in accordance with Section 479C of the Companies Act 2006.

The guarantee remains enforceable in respect of all liabilities within Omega Technologies Limited at the balance sheet dates for which the company provided the guarantee. Total liabilities guaranteed at the reporting date amount to £319,879 (2023: £319,879). The c ompany has assessed the probability of loss under the guarantee as remote.

OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
23
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
108,290
43,290
Between two and five years
447,840
185,244
In over five years
-
0
94,636
556,130
323,170

The company's operating leases related to its premises. The company may terminate the leases on the break dates of 31 December 2025 and 10 May 2029 by serving notice of at least six months.

24
Events after the reporting date

On 28 February 2025, a charge was registered over all assets of the company in favour of Antares Capital LP in relation to a financing agreement in fellow group compan ies. The charges will crystallise on fellow group companies defaulting on their obligations.

25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
318,794
342,265

There are no key management personnel other than the directors.

2024
2023
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
1,192,393
1,192,060
Other related parties
1,383,004
1,019,966

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
2,680,044
2,617,657
Other information
OMEGA ENGINEERING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Related party transactions
(Continued)
- 29 -

The company has taken advantage of the exemption under FRS 102, para 33.1A, stating that details need not be given in respect of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned by such a member.

26
Ultimate controlling party

The company's immediate parent company is Omega Engineering Inc, a company incorporated in Delaware, USA. Omega Engineering Inc is the smallest and largest group for which consolidated accounts are prepared. These accounts are not publicly available.

The company's ultimate parent undertaking is Arcline Investment Management, a company incorporated in Delaware, USA.

27
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit after taxation
146,479
688,210
Adjustments for:
Taxation charged
65,300
240,487
Finance costs
21,636
-
0
Investment income
-
0
(4,129)
Amortisation and impairment of intangible assets
17,838
17,835
Depreciation and impairment of tangible fixed assets
26,531
29,944
Movements in working capital:
Increase in stocks
(105,367)
(501,145)
Increase in debtors
(241,872)
(2,215,597)
Increase/(decrease) in creditors
510,148
(618,003)
Cash generated from/(absorbed by) operations
440,693
(2,362,398)
28
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
630,666
285,031
915,697
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