Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
OFR HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A Passingham
R E McCreadie
D J Hopkin
(Appointed 3 November 2023)
R D Rankin
(Appointed 3 November 2023)
J M Wilshaw
(Appointed 3 November 2023)
S P Dabin
(Appointed 3 November 2023)
N C McPhail
(Appointed 15 April 2024)
Secretary
ML Fletcher
Company number
13447577
Registered office
Sevendale House
Lever Street
Manchester
United Kingdom
M1 1JA
Auditor
Sedulo Accountants Limited
62-66 Deansgate
Manchester
United Kingdom
M3 2EN
OFR HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
Notes to the financial statements
15 - 28
OFR HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The Directors present the strategic report on the consolidated results of OFR Holdings Limited ("the Group") for the year ended 31 March 2024.

 

The principal activity of the Group is to develop and deliver pre-eminent fire engineering expertise to protect people, property and the environment.

 

The principal activity of OFR Holdings Limited is that of a holding company.

Review of the business

The Group is the UK’s leading independent fire and risk consultancy.

The Group has developed a team with a specific emphasis on technical excellence and it employs world leading experts in areas such as commercial property, residential developments, tall buildings, expert witness services, construction services, structural fire engineering, the use of timber in construction, research, modelling, and legacy support.

The holistic, concept-to-completion approach to the delivery of fire engineering services is particularly suited to minimising approvals, programme, and delivery risks on major projects. Challenges presented by construction phasing and multi-year programmes are more easily overcome by ensuring that strategies are properly agreed, documented, and seen through to completion by the fire engineer.

The Group is wholly owned by employees of the Group with no third-party ownership permitted. This enables key decisions to be made by employees for the benefit of employees without the intervention of any third-party investor. A core value of the Group is to remain a ‘practice led business’, rather than a ‘business led practice’.

As at the end of the financial year the Group employed 132 people and operated out of 7 UK based offices. The Group continued to grow and in 2023, for the third year in a row, achieved a top 100 place in the Best Companies award.

Principal risks and uncertainties

The Directors consider that effective risk management is critical to enabling the delivery of the long-term strategy of the Group. Profit and cash forecasts are reviewed on a regular basis by the Directors, as is the monitoring of actual performance against those forecasts. Regular profit and cash forecasting is used to aid the Board for when making decisions for the short, medium, and long term.

Credit risk

The Group’s primary credit risk is attributable to its trade debtors whereby a customer fails to meet its contractual obligations in making payment. The credit risk on liquid funds is limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies.

The Group is exposed to a diverse range of customers and therefore there is no material concentration of credit risk within a single source. Also, due to long established relationships with significant customers the Group does not consider there to be a material credit quality issue.

Liquidity risk

Liquidity risk arises from the management of the Group’s working capital. As at 31 March the Group had net cash of £1.7m. As at the year-end, the Group has no outstanding bank loans.

The Group aims to maintain a cash balance high enough to meet expected cash requirements for at least 30 days. Liquidity was strong throughout the year with the average weekly cash balance for the year at £1.5m (LY: £1.5m).

Operational risk

Operational risk is the wide-ranging risk of the Group incurring a material loss due to any internal processes, personnel or technology, or external factors such as those arising from legal or regulatory requirements. Operational risks are managed at Board level with mitigating actions then fed into detailed operational procedures throughout the Group.

OFR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Financial review and key performance indicators

The Group considers the key performance indicators to be turnover, gross profit, EBITDA, and cash generated from operating activities.

Turnover for the group was £15.7m (LY: £13.7m) with a gross profit of £7.4m (LY: £6.3m).

EBITDA was £3.5m (LY: £3.0m). As at 31 March 2024 the Group had net assets of £5.4m (LY: £4.8m).

Cash generated from operating activities was £2.9m (LY: £2.3m) and the cash balance as at 31 March 2024 was £1.7m (LY: £1.6m). The average weekly cleared cash balance throughout the year was £1.5m (LY: £1.5m).

The year-on-year increase in turnover and EBITDA was largely driven by an increase in the average monthly employees during the year to 124 (LY: 112).

The Directors are satisfied with the results of the Group for the year.

Future outlook

The Group’s intention is to remain a ‘practice led business’ where key decisions continue to be made internally. In the year ahead, the Group will continue to grow organically without any significant change to its core values.

The Group will continue to operate a share scheme for new and promoted employees from Principal Engineer grade, and by April 2025 it is expected that there will be 50+ individual shareholders.

The Group will also continue to complete Share Buybacks, whereby the shares are then cancelled, therefore leading to an increase in the remaining shareholders percentage ownership.

 

On behalf of the board

A Passingham
Director
22 August 2024
OFR HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

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

Principal activities

The principal activity of the Group is to develop and deliver pre-eminent fire engineering expertise to protect

people, property and the environment.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £659,576. The directors do not recommend payment of a further 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 Passingham
R E McCreadie
D J Hopkin
(Appointed 3 November 2023)
R D Rankin
(Appointed 3 November 2023)
J M Wilshaw
(Appointed 3 November 2023)
S P Dabin
(Appointed 3 November 2023)
N C McPhail
(Appointed 15 April 2024)
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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the group's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.true

OFR HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
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 auditor of the company 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 auditor of the company 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.

On behalf of the board
A Passingham
Director
22 August 2024
2024-10-17
OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of OFR Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 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 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 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:

OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent 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:

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

The primary responsibility for the prevention and detection of fraud rests with directors and management, and we cannot be expected to detect non-compliance with all laws and regulations.

 

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our knowledge of the business and sector, enquiries of directors and management, and review of regulatory information and correspondence. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.

 

We discussed with directors and management the policies and procedures in place to ensure compliance with laws and regulations and otherwise prevent, deter and detect fraud.

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified as potentially having a material effect on the financial statements. Our procedures included review of financial statement information and testing of that information, enquiry of management and examination of relevant documentation, analytical procedures to identify unusual or unexpected relationships that may indicate fraud, and procedures to address the risk of fraud through director or management override of controls.

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.

OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 7 -

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.

Diccon Thornely (Senior Statutory Auditor)
for and on behalf of Sedulo Audit Limited
23 August 2024
Statutory Auditors
605 Albert House
256-260 Old Street
London
EC1V 9DD
OFR HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Turnover
15,675,399
13,731,227
Cost of sales
(8,289,469)
(7,404,975)
Gross profit
7,385,930
6,326,252
Administrative expenses
(3,939,003)
(3,402,656)
Operating profit
2
3,446,927
2,923,596
Interest receivable and similar income
259,119
2,457
Interest payable and similar expenses
5
(5,283)
(20,553)
Profit before taxation
3,700,763
2,905,500
Tax on profit
6
(206,293)
(10,538)
Profit for the financial year
20
3,494,470
2,894,962
Profit for the financial year is all attributable to the owners of the parent company.

The notes on pages 15 to 28 form part of these financial statements.

OFR HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
£
£
Profit for the year
3,494,470
2,894,962
Other comprehensive income
-
-
Total comprehensive income for the year
3,494,470
2,894,962
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 15 to 28 form part of these financial statements.

OFR HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
8
103,028
117,047
Investments
9
500,000
500,000
603,028
617,047
Current assets
Debtors
11
4,805,017
4,171,955
Cash at bank and in hand
1,727,393
1,644,777
6,532,410
5,816,732
Creditors: amounts falling due within one year
12
(1,747,896)
(1,621,887)
Net current assets
4,784,514
4,194,845
Total assets less current liabilities
5,387,542
4,811,892
Provisions for liabilities
Deferred tax liability
14
1,603
29,262
(1,603)
(29,262)
Net assets
5,385,939
4,782,630
Capital and reserves
Called up share capital
16
43
51
Share premium account
17
274,046
63,618
Capital redemption reserve
18
10
6
Other reserves
1,724,950
1,724,950
Profit and loss reserves
20
3,386,890
2,994,005
Total equity
5,385,939
4,782,630

The notes on pages 15 to 28 form part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 22 August 2024 and are signed on its behalf by:
22 August 2024
A Passingham
Director
Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
61
61
Current assets
Debtors
11
3,810,784
3,058,618
Cash at bank and in hand
4,596
3,544
3,815,380
3,062,162
Creditors: amounts falling due within one year
12
(5)
(4)
Net current assets
3,815,375
3,062,158
Net assets
3,815,436
3,062,219
Capital and reserves
Called up share capital
16
43
51
Share premium account
17
274,046
63,618
Capital redemption reserve
18
10
6
Profit and loss reserves
20
3,541,337
2,998,544
Total equity
3,815,436
3,062,219

The notes on pages 15 to 28 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £3,644,378 (2023 - £3,524,971 profit).

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 22 August 2024 and are signed on its behalf by:
22 August 2024
A Passingham
Director
Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2022
51
28,518
6
1,724,950
625,470
2,378,995
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
-
-
2,894,962
2,894,962
Dividends
7
-
-
-
-
(521,308)
(521,308)
Own shares acquired
-
-
-
-
(5,119)
(5,119)
Issue of shares
16
-
35,100
-
-
-
35,100
Balance at 31 March 2023
51
63,618
6
1,724,950
2,994,005
4,782,630
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
-
3,494,470
3,494,470
Issue of share capital
16
3
210,428
-
-
-
210,431
Dividends
7
-
-
-
-
(659,576)
(659,576)
Own shares acquired
-
-
-
-
(2,442,005)
(2,442,005)
Redemption of shares
16
-
-
4
-
(4)
-
0
Reduction of shares
16
(11)
-
-
-
-
(11)
Balance at 31 March 2024
43
274,046
10
1,724,950
3,386,890
5,385,939

The notes on pages 15 to 28 form part of these financial statements.

OFR HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
51
28,518
6
-
0
28,575
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
-
3,524,971
3,524,971
Dividends
7
-
-
-
(521,308)
(521,308)
Own shares acquired
-
-
-
(5,119)
(5,119)
Redemption of shares
16
-
35,100
-
-
35,100
Balance at 31 March 2023
51
63,618
6
2,998,544
3,062,219
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
3,644,378
3,644,378
Issue of share capital
16
3
210,428
-
-
210,431
Dividends
7
-
-
-
(659,576)
(659,576)
Own shares acquired
-
-
-
(2,442,005)
(2,442,005)
Redemption of shares
16
-
-
4
(4)
-
0
Reduction of shares
16
(11)
-
-
-
(11)
Balance at 31 March 2024
43
274,046
10
3,541,337
3,815,436

The notes on pages 15 to 28 form part of these financial statements.

OFR HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
2,880,203
2,198,852
Interest paid
(5,283)
(20,553)
Income taxes refunded
5,628
99,717
Net cash inflow from operating activities
2,880,548
2,278,016
Investing activities
Purchase of tangible fixed assets
(76,989)
(97,888)
Purchase of fixed asset investments
-
(500,000)
Interest received
14,119
2,457
Dividends received
245,000
-
0
Net cash generated from/(used in) investing activities
182,130
(595,431)
Financing activities
Proceeds from issue of shares
210,428
35,100
Redemption of shares
(4)
-
Share buyback
(2,442,014)
(5,119)
Repayment of bank loans
(88,896)
(355,552)
Dividends paid to equity shareholders
(659,576)
(521,308)
Net cash used in financing activities
(2,980,062)
(846,879)
Net increase in cash and cash equivalents
82,616
835,706
Cash and cash equivalents at beginning of year
1,644,777
809,071
Cash and cash equivalents at end of year
1,727,393
1,644,777

The notes on pages 15 to 28 form part of these financial statements.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

OFR Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Sevendale House, Lever Street, Manchester, United Kingdom, M1 1JA.

 

The group consists of OFR Holdings Limited and all of its subsidiaries.

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 amounts 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
Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company OFR Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
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.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -

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

Plant and equipment
33% on cost

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.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -

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.

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.

1.10
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.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’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 if, and only if, there is 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.

1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
2
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
777
430
Fees payable to the group's auditor for the audit of the group's financial statements
16,900
15,500
Depreciation of owned tangible fixed assets
91,008
96,781
3
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Admin
16
14
7
4
Engineers
108
98
-
-
Total
124
112
7
4

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,387,039
6,254,062
-
0
-
0
Social security costs
726,260
686,447
-
-
Pension costs
438,323
352,114
-
0
-
0
8,551,622
7,292,623
-
0
-
0
4
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
423,920
383,558
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
138,928
141,750
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
5
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
5,283
20,553
6
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
228,504
(5,628)
Adjustments in respect of prior periods
5,448
-
0
Total current tax
233,952
(5,628)
Deferred tax
Origination and reversal of timing differences
(27,659)
16,166
Total tax charge
206,293
10,538

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
3,700,763
2,905,500
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
925,191
552,045
Tax effect of expenses that are not deductible in determining taxable profit
(14,414)
8,147
Tax effect of income not taxable in determining taxable profit
(61,250)
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
(296)
R&D enhanced deduction
(630,121)
(559,100)
Capital allowances in excess of depreciation
-
0
(5,790)
Group relief
(2,851)
-
0
Deferred tax
-
0
16,166
Losses carried forward
-
1,473
Prior period underprovision of deferred tax
(15,710)
(2,107)
Prior period overprovision of taxation
5,448
-
Taxation charge
206,293
10,538
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
7
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
438,334
351,937
Interim paid
221,242
169,371
659,576
521,308
8
Tangible fixed assets
Group
Plant and equipment
£
Cost
At 1 April 2023
382,356
Additions
76,989
At 31 March 2024
459,345
Depreciation and impairment
At 1 April 2023
265,309
Depreciation charged in the year
91,008
At 31 March 2024
356,317
Carrying amount
At 31 March 2024
103,028
At 31 March 2023
117,047
9
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
10
-
0
-
0
61
61
Unlisted investments
500,000
500,000
-
0
-
0
500,000
500,000
61
61
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 April 2023 and 31 March 2024
500,000
Carrying amount
At 31 March 2024
500,000
At 31 March 2023
500,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
61
Carrying amount
At 31 March 2024
61
At 31 March 2023
61
10
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
OFR Consultants Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Engineering Consultants
Ordinary
100.00
EWS Fire Reviews Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review Consultants
Ordinary
100.00
OFR Consultants (Expert Witness) Limited
Sevendale House, Lever Street, Manchester, M1 1JA
Dormant
Ordinary
100.00
OFR Consultants (Implementation) Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review Consultants
Ordinary
100.00
OFR Consultants (Research) Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review activities
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Subsidiaries
(Continued)
- 24 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
OFR Consultants Limited
952,445
289,053
EWS Fire Reviews Limited
107,350
108,852
OFR Consultants (Expert Witness) Limited
1
-
OFR Consultants (Implementation) Limited
31,492
31,491
OFR Consultants (Research) Limited
13,887
13,886
11
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,635,579
3,190,361
-
0
-
0
Corporation tax recoverable
-
0
11,076
-
0
-
0
Amounts owed by group undertakings
-
-
3,810,784
3,058,618
Other debtors
406,738
372,636
-
0
-
0
Prepayments and accrued income
732,886
576,947
-
0
-
0
4,775,203
4,151,020
3,810,784
3,058,618
Amounts falling due after more than one year:
Other debtors
29,814
20,935
-
0
-
0
Total debtors
4,805,017
4,171,955
3,810,784
3,058,618
12
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
13
-
0
88,896
-
0
-
0
Payments received on account
74,444
-
0
-
0
-
0
Trade creditors
164,144
97,244
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4
4
Corporation tax payable
228,504
-
0
-
0
-
0
Other taxation and social security
697,021
740,393
-
-
Other creditors
114,873
56,058
-
0
-
0
Accruals and deferred income
468,910
639,296
1
-
0
1,747,896
1,621,887
5
4
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
13
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
-
0
88,896
-
0
-
0
Payable within one year
-
0
88,896
-
0
-
0

 

14
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
25,757
29,262
Pensions
(13,810)
-
Bad debts
(10,344)
-
1,603
29,262
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 April 2023
29,262
-
Credit to profit or loss
(27,659)
-
Liability at 31 March 2024
1,603
-
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
438,323
352,114

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
16
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
1,315
1,899
13
19
A Ordinary shares of 1p each
2,749
2,620
28
25
B Ordinary shares of 1p each
208
225
2
2
Treasury shares of 1p each
-
358
-
5
4,272
5,102
43
51

Rights, preferences and restrictions attaching to each class of shares (applicable to all classes of shares):

 

Each share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to dividend payments or any other distribution save as the directors at their discretion determine,

17
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
63,618
28,518
63,618
28,518
Issue of new shares
210,428
-
210,428
-
Share capital redemption
-
35,100
-
35,100
At the end of the year
274,046
63,618
274,046
63,618
18
Capital redemption reserve
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
6
6
6
6
Purchase of own shares
4
-
4
-
At the end of the year
10
6
10
6
19
Other reserves
2024
2023
Group
£
£
At the beginning and end of the year
1,724,950
1,724,950
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
19
Other reserves
(Continued)
- 27 -
2024
2023
Company
£
£
At the beginning and end of the year
-
-
20
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
2,994,005
625,470
2,998,544
-
Profit for the year
3,494,470
2,894,962
3,644,378
3,524,971
Dividends
(659,576)
(521,308)
(659,576)
(521,308)
Own shares acquired
(2,442,005)
(5,119)
(2,442,005)
(5,119)
Share redemption or reduction
(4)
-
(4)
-
At the end of the year
3,386,890
2,994,005
3,541,337
2,998,544
21
Operating lease commitments

Lease payments recognised as administrative expenses in the period were £445,601 (2023: £411,943).

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
261,338
365,605
-
-
Between two and five years
203,868
144,340
-
-
465,207
509,945
-
-
22
Related Party Disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

 

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
23
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
3,494,470
2,894,962
Adjustments for:
Taxation charged
206,293
10,538
Finance costs
5,283
20,553
Investment income
(259,119)
(2,457)
Depreciation and impairment of tangible fixed assets
91,008
96,781
Movements in working capital:
Increase in debtors
(644,138)
(911,921)
(Decrease)/increase in creditors
(13,594)
90,396
Cash generated from operations
2,880,203
2,198,852
24
Cash absorbed by operations - company
2024
2023
£
£
Profit for the year after tax
3,644,378
3,524,971
Adjustments for:
Investment income
(3,659,576)
(3,526,426)
Movements in working capital:
Increase in debtors
(752,166)
(3,030,101)
Increase in creditors
1
-
Cash absorbed by operations
(767,363)
(3,031,556)
25
Analysis of changes in net funds - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
1,644,777
82,616
1,727,393
Borrowings excluding overdrafts
(88,896)
88,896
-
1,555,881
171,512
1,727,393
26
Analysis of changes in net funds - company
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
3,544
1,052
4,596
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