Sphere Projects Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 March 2025

DIRECTORS:

J G Hughes

J E Parsons

B H Jones

REGISTERED OFFICE:

Unit 1

Ty Nant Court

Morganstown

Cardiff

CF15 8LW

REGISTERED NUMBER:

07429652 (England and Wales)

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

Sphere Projects Limited is a holding company for the shares of its subsidiary undertaking, Sphere Solutions Limited.

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

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

GROUP FINANCIAL PERFORMANCE IN THE YEAR

The group 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 group operates.

The group achieved an operating profit of £826,778 (or 2.1% of turnover) in the year (2024 - £751,719 or 2.0% of turnover) which was again in line with management expectations. This is considered a key performance indicator by the directors of the group.

GROUP FINANCIAL POSITION AT THE REPORTING DATE

The balance sheet on page 11 of the consolidated accounts shows that the group has a very healthy net asset position of £1,087,552 (2024 - £1,359,697). The directors are confident that the group 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 group, 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 group 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 group manages this risk by having a broad spectrum of clients without being overly dependent upon the business of any one client. In addition, the group 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 group manages this by rewarding its employees suitably and focussing on welfare and staff retention generally. Training and career development are important aspects in this area.

EMPLOYMENT OF DISABLED PERSONS

The group operates an equality and diversity policy whereby it recognises that discrimination and victimisation is unacceptable and that it is in the interests of the group 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 gives group 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.

THIS REPORT WAS APPROVED BY THE BOARD:

J G Hughes - Director

16 December 2025

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

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 was Nil (2024 - Nil).

From 4 February 2022, following the acquisition of a majority of the company's share capital by the Sphere Solutions Employee-Ownership Trust ("the Trust"), gifts were distributed to the Trust.

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 G Hughes

J E Parsons

B H Jones

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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 Projects Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Profit & Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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

(4,822,692

)

(4,762,191

)

826,778

745,469

Other operating income

-

6,250

OPERATING PROFIT

3

826,778

751,719

Interest receivable & similar income

14,892

21,282

841,670

773,001

Interest payable and similar expenses

4

(186,747

)

(148,276

)

PROFIT BEFORE TAXATION

654,923

624,725

Tax on profit

5

(144,272

)

(201,907

)

PROFIT FOR THE FINANCIAL YEAR

510,651

422,818

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

510,651

422,818

Profit attributable to:

Owners of the parent

510,651

422,818

Total comprehensive income attributable to:

Owners of the parent

510,651

422,818

FIXED ASSETS

Intangible assets

8

44,030

56,885

Tangible assets

9

136,509

161,548

Investments

10

-

-

180,539

218,433

CURRENT ASSETS

Debtors

11

6,356,537

7,328,351

Cash at bank

866,338

905,785

7,222,875

8,234,136

CREDITORS

Amounts falling due within one year

12

5,985,737

6,418,947

NET CURRENT ASSETS

1,237,138

1,815,189

TOTAL ASSETS LESS CURRENT LIABILITIES

1,417,677

2,033,622

CREDITORS

Amounts falling due after more than one year

13

(294,125

)

(628,925

)

PROVISIONS FOR LIABILITIES

17

(36,000

)

(45,000

)

NET ASSETS

1,087,552

1,359,697

CAPITAL AND RESERVES

Called up share capital

18

788

788

Share premium

91,032

91,032

Retained earnings

995,732

1,267,877

SHAREHOLDERS' FUNDS

1,087,552

1,359,697

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

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

2

2

2

2

CURRENT ASSETS

Debtors

11

320,667

298,406

Cash at bank

49,310

73,048

369,977

371,454

CREDITORS

Amounts falling due within one year

12

4,531

408

NET CURRENT ASSETS

365,446

371,046

TOTAL ASSETS LESS CURRENT LIABILITIES

365,448

371,048

CAPITAL AND RESERVES

Called up share capital

18

788

788

Share premium

91,032

91,032

Retained earnings

273,628

279,228

SHAREHOLDERS' FUNDS

365,448

371,048

Company's profit for the financial year

777,196

573,846

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

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

788

1,617,689

91,032

1,709,509

Changes in equity

Dividends/Gifts to Employee Ownership Trust

-

(772,630

)

-

(772,630

)

Total comprehensive income

-

422,818

-

422,818

Balance at 31 March 2024

788

1,267,877

91,032

1,359,697

Changes in equity

Dividends/Gifts to Employee Ownership Trust

-

(782,796

)

-

(782,796

)

Total comprehensive income

-

510,651

-

510,651

Balance at 31 March 2025

788

995,732

91,032

1,087,552

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2023

788

478,012

91,032

569,832

Changes in equity

Dividends/Gifts to Employee Ownership Trust

-

(772,630

)

-

(772,630

)

Total comprehensive income

-

573,846

-

573,846

Balance at 31 March 2024

788

279,228

91,032

371,048

Changes in equity

Dividends/Gifts to Employee Ownership Trust

-

(782,796

)

-

(782,796

)

Total comprehensive income

-

777,196

-

777,196

Balance at 31 March 2025

788

273,628

91,032

365,448

Cash flows from operating activities

Cash generated from operations

1

1,500,969

910,415

Interest paid

(186,747

)

(148,276

)

Tax paid

(267,980

)

(168,950

)

Net cash from operating activities

1,046,242

593,189

Cash flows from investing activities

Purchase of intangible fixed assets

(3,225

)

-

Purchase of tangible fixed assets

(14,560

)

(17,628

)

Interest received

14,892

21,282

Net cash from investing activities

(2,893

)

3,654

Cash flows from financing activities

Loan repayments in year

(300,000

)

(300,000

)

Equity dividends paid

(782,796

)

(772,630

)

Net cash from financing activities

(1,082,796

)

(1,072,630

)

Decrease in cash and cash equivalents

(39,447

)

(475,787

)

Cash and cash equivalents at beginning of year

2

905,785

1,381,572

Cash and cash equivalents at end of year

2

866,338

905,785

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

654,923

624,725

Depreciation charges

39,599

46,942

Amortisation

16,080

15,603

Finance costs

186,747

148,276

Finance income

(14,892

)

(21,282

)

882,457

814,264

Decrease/(increase) in trade and other debtors

1,084,012

(1,117,746

)

(Decrease)/increase in trade and other creditors

(465,500

)

1,213,897

Cash generated from operations

1,500,969

910,415

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

866,338

905,785

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

905,785

1,381,572

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank

905,785

(39,447

)

866,338

905,785

(39,447

)

866,338

Debt

Debts falling due within 1 year

(279,791

)

(34,800

)

(314,591

)

Debts falling due after 1 year

(628,925

)

334,800

(294,125

)

(908,716

)

300,000

(608,716

)

Total

(2,931

)

260,553

257,622

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.

Turnover

Turnover represents net invoiced sales of 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 Consolidated 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.

Foreign currencies

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

Leasing commitments

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

Pension costs

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

2.	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

During the year, a total of key management personnel compensation of £636,824 was paid (2024: £640,750).

2025

2024

£

£

Directors' remuneration

335,415

320,221

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

Money purchase schemes

1

1

Information regarding the highest paid director for the year ended 31 March 2024 is as follows:

2025

2024

£

£

Emoluments etc

125,620

116,247

3.	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

16,428

17,835

Other non-audit services

4,910

1,640

Foreign exchange differences

-

10,189

Other operating leases

155,055

150,669

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

124,156

89,549

Bank loan interest

62,591

58,727

186,747

148,276