Sphere Solutions Ltd

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2025

DIRECTORS:

J E Parsons

J G Hughes

E Ongley

B H Jones

SECRETARY:

J G Hughes

REGISTERED OFFICE:

Unit 1

Ty Nant Court

Morganstown

Cardiff

CF15 8LW

REGISTERED NUMBER:

05339792 (England and Wales)

SENIOR STATUTORY AUDITOR:

Nicholas Matthew Toye FCA

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The principal activity of the company during the year under review was the supply of permanent and freelance recruitment services to the UK construction industry.

Details of the company's financial performance are set out on page 10. The business continues to perform strongly and its future prospects are satisfactory.

FINANCIAL PERFORMANCE IN THE YEAR

The company saw turnover increase by 7.4% to £40m during the year. Both freelance and permanent recruitment services continue to perform well in the geographic areas in which the company operates.

The company achieved an operating profit of £832,378 (or 2.0% of turnover) in the year (2024 - £757,345 or 2% of turnover) which was again in line with management expectations. This is considered a key performance indicator by the directors of the company.

FINANCIAL POSITION AT THE REPORTING DATE

The balance sheet on page 11 shows that the company has a healthy net asset position of £722,108 (2024 - £988,653). In addition, the directors are confident that the company has strong financial resources with which to underpin the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The management team continually monitor the key business risks facing the company, together with assessing the controls in operation for the management of these risks. The board of directors formally reviews and documents the principal risks facing the business at least annually. The principal risks and uncertainties facing the company are as follows:

The buoyancy or otherwise of the UK (and to a lesser extent the world) construction industry

The strength of the construction industry determines to a large degree the requirement for construction recruitment services. The group manages this risk by engaging with key leaders in the industry on a regular basis in order to develop market knowledge. This in turn enables the group to formulate the appropriate recruitment strategy and to tailor its market offering accordingly. In addition, the group has a good mix of recruitment services which can be developed or scaled back in a relatively short space of time. The directors continue to monitor the uncertainty in the construction industry caused by Brexit and are making preparations for the potential longer term impact.

The likelihood of key customers suffering financial failure

The nature of the UK construction industry is such that a business failure of a customer is always a possibility. The company manages this risk by having a broad spectrum of clients without being overly dependent upon the business of any one client. In addition, the company uses credit insurance to protect the business against the impact of the financial failure of a client.

Employee motivation and retention

The loss of key employees is a major risk to the business and the company manages this by rewarding its employees suitably and focusing on welfare and staff retention generally. Training and career development are important aspects in this area.

EMPLOYMENT OF DISABLED PERSONS

The company operates an equality and diversity policy whereby it recognises that discrimination and victimisation is unacceptable and that it is in the interests of the company and its employees to utilise the skills of the total workforce. It aims to ensure that no employee or job applicant receives less favourable facilities or treatment (either directly or indirectly) in recruitment or employment on grounds of age, disability, gender/gender reassignment, marriage/civil partnership, pregnancy/maternity, race, religion or belief, sex, or sexual orientation. As part of this policy the company gives full and fair consideration to applications for employment by disabled persons, having regard to their particular aptitude and abilities. Disabled employees will receive appropriate training to promote their career development and should an employee become disabled they would retain their position where possible or be offered suitable alternative positions.

ON BEHALF OF THE BOARD:

J G Hughes - Director

16 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of recruitment consultants.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was £782,796 (2024: £579,472).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

J E Parsons

J G Hughes

E Ongley

B H Jones

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:

J G Hughes - Director

16 December 2025

Opinion

We have audited the financial statements of Sphere Solutions Ltd (the 'company') for the year ended 31 March 2025 which comprise the Profit & Loss Account, Balance Sheet, Statement of Changes in Equity 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 March 2025 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 opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the 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 or the Report of the Directors.

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 four, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

The laws and regulations that we determined were most significant to the company were the Companies Act, UK corporate tax laws, Employment Agencies Act and the Conduct of Employment Agencies and Employment Businesses Regulations.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries of the management and those charged with governance, and corroborated these enquiries through our review of board minutes and review of legal and professional spend for the year.

We assessed the susceptibility of the companys financial statements to material misstatement, including how fraud might occur. We addressed the risk of management override of internal controls and assessed the effectiveness of the controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates.

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

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 a Report of the Auditors 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.

Nicholas Matthew Toye FCA (Senior Statutory Auditor)

for and on behalf of BPU Limited

Chartered Accountants

Statutory Auditor

16 December 2025

TURNOVER

40,048,751

37,294,204

Cost of sales

(34,399,281

)

(31,786,544

)

GROSS PROFIT

5,649,470

5,507,660

Administrative expenses

(4,817,092

)

(4,756,565

)

832,378

751,095

Other operating income

2

-

6,250

OPERATING PROFIT

4

832,378

757,345

Interest receivable & similar income

14,892

21,282

847,270

778,627

Interest payable and similar expenses

5

(186,747

)

(148,276

)

PROFIT BEFORE TAXATION

660,523

630,351

Tax on profit

6

(144,272

)

(201,907

)

PROFIT FOR THE FINANCIAL YEAR

516,251

428,444

FIXED ASSETS

Intangible assets

8

44,030

56,885

Tangible assets

9

136,509

161,548

180,539

218,433

CURRENT ASSETS

Debtors

10

6,356,537

7,328,351

Cash at bank

817,028

832,737

7,173,565

8,161,088

CREDITORS

Amounts falling due within one year

11

6,301,871

6,716,943

NET CURRENT ASSETS

871,694

1,444,145

TOTAL ASSETS LESS CURRENT LIABILITIES

1,052,233

1,662,578

CREDITORS

Amounts falling due after more than one year

12

(294,125

)

(628,925

)

PROVISIONS FOR LIABILITIES

16

(36,000

)

(45,000

)

NET ASSETS

722,108

988,653

CAPITAL AND RESERVES

Called up share capital

17

2

2

Retained earnings

722,106

988,651

SHAREHOLDERS' FUNDS

722,108

988,653

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2025 and were signed on its behalf by:

B H Jones - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

2

1,139,679

1,139,681

Changes in equity

Dividends

-

(579,472

)

(579,472

)

Total comprehensive income

-

428,444

428,444

Balance at 31 March 2024

2

988,651

988,653

Changes in equity

Dividends

-

(782,796

)

(782,796

)

Total comprehensive income

-

516,251

516,251

Balance at 31 March 2025

2

722,106

722,108

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover represents net invoiced sales of recruitment services, excluding value added tax. Where income and costs relating to the financial year are invoiced after the year-end, appropriate adjustments are made.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised at 15% straight line in order to write it off over its estimated useful life.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

15% straight line

Office equipment, furniture, fixtures & fittings

-

15% straight line

Computer equipment

-

15% straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit & Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Leasing commitments

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Pension costs

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

2.	OTHER OPERATING INCOME

2025

2024

£

£

Rents received

-

6,250

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,962,018

2,976,188

Social security costs

336,990

318,119

Other pension costs

33,499

32,389

3,332,507

3,326,696

The average number of employees during the year was as follows:

2025

2024

49

46

The directors consider that there are no key management personnel within the company other than themselves.

2025

2024

£

£

Directors' remuneration

643,323

640,750

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director for the year ended 31 March 2025 is as follows:

2025

2024

£

£

Emoluments etc

307,909

320,529

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant & machinery

562

2,556

Depreciation - owned assets

39,599

46,944

Computer software amortisation

16,080

15,603

Audit fees

12,090

13,550

Other non-audit services

4,910

1,640

Foreign exchange differences

-

10,189

Other operating leases

155,055

150,669

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank & invoice discounting interest

124,156

89,549

Bank loan interest

62,591

58,727

186,747

148,276

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

153,272

212,907

Deferred tax

(9,000

)

(11,000

)

Tax on profit

144,272

201,907

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

660,523

630,351

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

165,131

157,588

Effects of:

Expenses not deductible for tax purposes

9,458

43,103

Depreciation in excess of capital allowances

9,474

11,230

Adjustments to tax charge in respect of previous periods

(30,791

)

986

Deferred tax movement

(9,000

)

(11,000

)

Total tax charge

144,272

201,907

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Paid

782,796

579,472

8.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 April 2024

103,478

Additions

3,225

At 31 March 2025

106,703

AMORTISATION

At 1 April 2024

46,593

Amortisation for year

16,080

At 31 March 2025

62,673

NET BOOK VALUE

At 31 March 2025

44,030

At 31 March 2024

56,885

9.	TANGIBLE FIXED ASSETS

Office

equipment,

Improvements

furniture,

to

fixtures

Computer

property

& fittings

equipment

Totals

£

£

£

£

COST

At 1 April 2024

350,162

148,767

115,383

614,312

Additions

1,585

775

12,200

14,560

At 31 March 2025

351,747

149,542

127,583

628,872

DEPRECIATION

At 1 April 2024

241,869

137,732

73,163

452,764

Charge for year

25,774

2,715

11,110

39,599

At 31 March 2025

267,643

140,447

84,273

492,363

NET BOOK VALUE

At 31 March 2025

84,104

9,095

43,310

136,509

At 31 March 2024

108,293

11,035

42,220

161,548

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,932,095

6,976,703

Other debtors & prepayments

312,243

351,648

Corporation tax

112,199

-

6,356,537

7,328,351

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 13)

314,591

279,791

Trade creditors

1,871,358

1,752,611

Amounts owed to group undertakings

317,518

296,187

Corporation tax

-

2,509

Social security & other taxes

588,813

739,892

Other creditors & accruals

3,209,591

3,645,953

6,301,871

6,716,943

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loan (see note 13)

294,125

628,925

13.

LOANS

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank loan

314,591

279,791

Amounts falling due between one and two years:

Bank loans - 1-2 years

294,125

279,791

Amounts falling due between two and five years:

Bank loan

-

349,134

The bank loan is a loan repayable by installments with interest rate of 2.95% per annum over the Bank of England base rate. The remaining term on the loan is 1 year and 11 months from the balance sheet date.

14.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

146,754

149,630

Between one and five years

50,734

154,282

197,488

303,912

15.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Invoice discounting facility

2,273,247

2,548,446

The invoice discounting facility is secured by both a fixed and floating charge over the company's assets.

16.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

36,000

45,000

Deferred

tax

£

Balance at 1 April 2024

45,000

Credit to Profit & Loss Account during year

(9,000

)

Balance at 31 March 2025

36,000

The deferred tax liability relates to accelerated capital allowances.