Company registration number 09834368 (England and Wales)
OFR CONSULTANTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
OFR CONSULTANTS LIMITED
COMPANY INFORMATION
Directors
R E McCreadie
A Passingham
J M Wilshaw
(Appointed 3 November 2023)
D J Hopkin
(Appointed 3 November 2023)
S P Dabin
(Appointed 3 November 2023)
R D Rankin
(Appointed 3 November 2023)
N C McPhail
(Appointed 15 April 2024)
Secretary
M L Fletcher
Company number
09834368
Registered office
Sevendale House
Lever Street
Manchester
United Kingdom
M1 1JA
Auditor
Sedulo Audit Limited
605 Albert House
256-260 Old Street
London
United Kingdom
EC1V 9DD
OFR CONSULTANTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
OFR CONSULTANTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The Directors present their strategic report for the year ended 31 March 2024.
Fair review of the business
The Company is the UK’s leading independent fire and risk consultancy.
The Company 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 Company is wholly owned by employees 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 Company 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 Company 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 Company. 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 Company’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 Company 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 Company does not consider there to be a material credit quality issue.
Liquidity risk
Liquidity risk arises from the management of the Company’s working capital. As at 31 March the Company had net cash of £1.5m. This was made up of £1.6m cash, partly offset by a bank loan of £0.1m that was due for repayment in June 2023.
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 Company 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 Company.
OFR CONSULTANTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Financial review and key performance indicators
The Company considers the key performance indicators to be turnover, gross profit, EBITDA, and cash generated from operating activities.
Turnover for the company was £15.7m (LY: £13.7m) with a gross profit of £7.1m (LY: £6.3m).
EBITDA was £3.4m (LY: £3.0m). As at 31 March 2024 the Company had net assets of £1,4m (LY: £1.7m).
Cash generated from operating activities was £3.6m (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 Company for the year.
Future outlook
The Company’s intention is to remain a ‘practice led business’ where key decisions continue to be made internally. In the year ahead, the Company will continue to grow organically without any significant change to its core values.
The Company 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 40+ 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.
A Passingham
Director
22 August 2024
OFR CONSULTANTS 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 company continued to be that of fire engineering consultants.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £3,659,576. 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:
R E McCreadie
A Passingham
J M Wilshaw
(Appointed 3 November 2023)
D J Hopkin
(Appointed 3 November 2023)
S P Dabin
(Appointed 3 November 2023)
R D Rankin
(Appointed 3 November 2023)
N C McPhail
(Appointed 15 April 2024)
Auditor
The auditors, Sedulo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
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.
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.
OFR CONSULTANTS 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 company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
A Passingham
Director
22 August 2024
OFR CONSULTANTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OFR CONSULTANTS LIMITED
- 5 -
Opinion
We have audited the financial statements of OFR Consultants Limited (the 'company') for the year ended 31 March 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:
give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
OFR CONSULTANTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR CONSULTANTS LIMITED
- 6 -
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 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:
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 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 CONSULTANTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR CONSULTANTS LIMITED
- 7 -
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.
Diccon Thornely
Senior Statutory Auditor
For and on behalf of Sedulo Audit Limited
23 August 2024
605 Albert House
256-260 Old Street
EC1V 9DD
OFR CONSULTANTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Turnover
15,337,281
13,723,226
Cost of sales
(8,289,469)
(7,404,975)
Gross profit
7,047,812
6,318,251
Administrative expenses
(3,918,931)
(3,399,548)
Other operating income
142,731
Operating profit
2
3,271,612
2,918,703
Interest receivable and similar income
259,119
2,457
Interest payable and similar expenses
5
(5,283)
(20,553)
Profit before taxation
3,525,448
2,900,607
Tax on profit
6
(165,315)
(10,538)
Profit for the financial year
3,360,133
2,890,069
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 23 form part of these financial statements.
OFR CONSULTANTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
£
£
Profit for the year
3,360,133
2,890,069
Other comprehensive income
-
-
Total comprehensive income for the year
3,360,133
2,890,069
The notes on pages 12 to 23 form part of these financial statements.
OFR CONSULTANTS LIMITED
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
10
4,764,445
4,167,360
Cash at bank and in hand
1,705,212
1,638,739
6,469,657
5,806,099
Creditors: amounts falling due within one year
11
(5,648,557)
(4,671,916)
Net current assets
821,100
1,134,183
Total assets less current liabilities
1,424,128
1,751,230
Provisions for liabilities
Deferred tax liability
13
1,603
29,262
(1,603)
(29,262)
Net assets
1,422,525
1,721,968
Capital and reserves
Called up share capital
15
57
57
Share premium account
16
195,658
195,658
Capital redemption reserve
17
47
47
Profit and loss reserves
18
1,226,763
1,526,206
Total equity
1,422,525
1,721,968
The notes on pages 12 to 23 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 22 August 2024 and are signed on its behalf by:
A Passingham
Director
Company registration number 09834368 (England and Wales)
OFR CONSULTANTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
57
195,658
47
2,162,563
2,358,325
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
-
2,890,069
2,890,069
Dividends
7
-
-
-
(3,526,426)
(3,526,426)
Balance at 31 March 2023
57
195,658
47
1,526,206
1,721,968
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
3,360,133
3,360,133
Dividends
7
-
-
-
(3,659,576)
(3,659,576)
Balance at 31 March 2024
57
195,658
47
1,226,763
1,422,525
The notes on pages 12 to 23 form part of these financial statements.
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
OFR Consultants Limited is a private company limited by shares incorporated in England and Wales. The registered office is Sevendale House, Lever Street, Manchester, United Kingdom, M1 1JA.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.
1.3
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.
1.4
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.
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
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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 credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Impairment of fixed assets
At each reporting period end date, the company 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.
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.
1.7
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.
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
777
430
Fees payable to the company's auditor for the audit of the company'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 company during the year was:
2024
2023
Number
Number
Admin
16
14
Engineers
108
98
Total
124
112
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Employees
(Continued)
- 17 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
7,387,039
6,254,062
Social security costs
726,260
686,447
Pension costs
438,323
352,114
8,551,622
7,292,623
4
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
423,920
383,558
Company pension contributions to defined contribution schemes
55,447
15,807
479,367
399,365
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
138,928
141,750
5
Interest payable and similar expenses
2024
2023
£
£
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
187,526
(5,628)
Adjustments in respect of prior periods
5,448
Total current tax
192,974
(5,628)
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Taxation
2024
2023
£
£
(Continued)
- 18 -
Deferred tax
Origination and reversal of timing differences
(27,659)
16,166
Total tax charge
165,315
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
3,525,448
2,900,607
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
881,362
551,115
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)
Tax effect of utilisation of tax losses not previously recognised
(296)
R&D enhanced deduction
(630,121)
(559,100)
Capital allowances in excess of depreciation
(5,790)
Other
(1,177)
Deferred tax
16,166
Losses carried forward
1,473
Prior period underprovision of deferred tax
(15,710)
Prior period underprovision of corporation tax
5,448
Taxation charge for the year
165,315
10,538
7
Dividends
2024
2023
£
£
Final paid
3,659,576
3,526,426
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
8
Tangible fixed assets
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
2024
2023
£
£
Unlisted investments
500,000
500,000
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,608,057
3,180,760
Corporation tax recoverable
5,628
Amounts owed by group undertakings
10,454
Other debtors
406,738
372,636
Prepayments and accrued income
719,836
576,947
4,734,631
4,146,425
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Debtors
(Continued)
- 20 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
29,814
20,935
Total debtors
4,764,445
4,167,360
11
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
12
88,896
Payments received on account
74,444
Trade creditors
164,144
97,242
Amounts owed to group undertakings
3,952,817
3,058,618
Corporation tax
187,526
(5,448)
Other taxation and social security
690,169
738,803
Other creditors
114,873
56,059
Accruals and deferred income
464,584
637,746
5,648,557
4,671,916
12
Loans and overdrafts
2024
2023
£
£
Bank loans
88,896
Payable within one year
88,896
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
13
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
25,757
29,262
Pensions
(13,810)
-
Bad debts
(10,344)
-
1,603
29,262
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
14
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
438,323
352,114
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
2,541
2,541
26
26
Ordinary A of 1p each
2,186
2,186
22
22
Ordinary B of 1p each
434
434
4
4
Treasury Shares of 1p each
534
534
5
5
5,695
5,695
57
57
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Share capital
(Continued)
- 22 -
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,
16
Share premium account
2024
2023
£
£
At the beginning and end of the year
195,658
195,658
17
Capital redemption reserve
2024
2023
£
£
At the beginning and end of the year
47
47
18
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
1,526,206
2,162,563
Profit for the year
3,360,133
2,890,069
Dividends declared and paid in the year
(3,659,576)
(3,526,426)
At the end of the year
1,226,763
1,526,206
19
Operating lease commitments
Lease payments recognised as administrative expenses in the period were £445,601 (2023: £411,943).
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
80,269
365,605
Between two and five years
283,049
144,340
363,318
509,945
OFR CONSULTANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
20
Ultimate controlling party
OFR Holdings Limited is the ultimate parent company of OFR Consultants Limited. These financial statements are consolidated into OFR Holdings Limited's financial statements. The registered address of OFR Holdings Limited is:
Sevendale House
Lever Street
Manchester
United Kingdom
M1 1JA
21
Directors' advances, credits and guarantees
Included within other debtors is an amount owed by the directors of £154,043 (2023: £36,360)
No interest was charged on these loans in this or the preceding period.
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