The Directors present the strategic report on the consolidated results of OFR Holdings Limited ("the Group") for the year ended 31 March 2025.
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.
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 145 people and operated out of 8 UK based offices. The Group continued to grow and in 2025, for the fourth year in a row, achieved a top 100 place in the Best Companies award.
The Group monitors the principal risks and uncertainties facing the business via a risk register, with tasks then delegated to Directors and the management team for the purposes of mitigation and reporting. The principal risks and mitigating actions are summarised below.
Regulatory and Legislative Risk
Fire engineering is subject to continuously evolving building regulations, fire safety legislation, and professional standards. Non-compliance or failure to adapt to regulatory changes could result in legal liability, reputational damage, or an inability to deliver services competently.
Mitigation: Ongoing professional development, active monitoring of regulatory updates (e.g. from the Building Safety Regulator), and engagement with industry bodies such as the IFE and SFPE.
Employee Retention & Resourcing Risk
The industry continues to face a shortage of competent fire engineers, which could impact the company’s ability to deliver services and grow sustainably if not managed adequately.
Mitigation: Investment in graduate and apprenticeship training schemes, fostering a strong internal culture of development with a material commitment to both internal and external CPD at all levels of the Group. Continually looking to maintain and improve on employee retention rates by acting on employee feedback from surveys such as the Best Companies Survey.
Market and Economic Risk
Changes in construction activity, particularly in sectors such as residential, commercial, and infrastructure, could affect demand for fire engineering services.
Mitigation: Diversification of revenue streams across different market sectors, disciplines and client type to ensure no overreliance on any one stream.
Cyber Security Risk
Handling sensitive building data and client information exposes the company to cyber threats and data breaches.
Mitigation: Implementation of secure IT systems, regular cybersecurity audits, and staff training on data protection protocols.
Financial review and key performance indicators
Financial review
Turnover and gross profit
Turnover for the year amounted to £18.3 million compared to £15.7 million, representing an increase of 17%. This movement reflects the investment in additional engineers allowing the group to expand operations. Gross profit amounted to £8.5 million compared to £7.4 million. In percentage terms, the margin reduced from 47.12% to 46.48%.
Profit before tax
Profit before tax was £4.5 million compared to £3.7 million. The movement reflects the growth in revenue combined with the effective management of direct and administrative costs.
Cash flow and liquidity
Cash generated from operating activities was £4.2 million compared to £2.9 million. The movement reflects the growth is revenue. The cash balance as at 31 March 2025 was £1.7 million which was consistent with the prior year. The average weekly cleared cash balance throughout the year was £1.7 million compared to last year as £1.5 million. This movement reflects the increased activities and robust cash collection.
EBITDA
EBITDA for the year was £4.3 million compared £3.5 million. This movement reflects the growth in activities.
Key performance indicators
The Group considers the key performance indicators to be turnover, gross profit, EBITDA, and cash generated from operating activities. These have all been discussed above.
The Directors are satisfied with the results of the Group for the year.
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 2026 it is expected that there will be circa 60 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
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £1,268,287. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks.
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 when making decisions for the short, medium, and long term.
Liquidity risk arises from the management of the Group’s working capital. As at 31 March 2025 the Group had net cash of £1.7m (LY: £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 £1.7m (LY: £1.5m).
The group has minimal exposure to interest rate risk. The only interest bearing arrangements relate to insurance premium funding, which does not have a material impact on the group's financial position or performance.
The group is not significantly exposed to foreign currency fluctuations, as all material transactions are denominated in pound sterling.
The Group's principal financial assets are bank balances and cash, trade and other receivables and investments.
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.
The group manages its cash flow prudently to ensure it can meet its operational and financial obligations as they fall due. Based on forecasts and available financial resources, the group does not anticipate any material cash flow risks.
Interest bearing assets are held at fixed rates to ensure certainty of cash flows.
The group undertook various research and development activities during the year. These activities appreciably improved the field of structural fire engineering.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of OFR Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise 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).
Basis for 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
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.
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.
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.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 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 £3,382,163 (2024 - £3,644,377 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
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.
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.
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 2025. 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.
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.
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.
Expenditure on research is recognised as an expense in the period in which it is incurred.
Development expenditure is also recognised as an expense in the period incurred unless all of the following conditions are met:
the product or process is technically feasible,
the group intends to complete and use or sell it,
the group has the ability to use or sell it,
it can be demonstrated how the product or process will generate probable future economic benefits,
adequate resources are available to complete the development and to use or sell the asset
the expenditure attributable to the product or process during its development can be measured reliably
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.
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.
Unlisted investments are initially recognised at cost, including any transaction costs directly attributable to the acquisition. Subsequently, they are measured at fair value through profit or loss if fair value can be measured reliably. Where fair value cannot be measured reliably, the investments are measured at cost less impairment.
Changes in fair value (or impairment losses, where applicable) are recognised in the profit and loss account in the period in which they arise.
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.
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.
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, 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, 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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
In preparing these consolidated financial statements, the directors have made judgements, estimates and assumptions that affect the application of the group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimate is revised and in any future periods affected.
Key Sources of Estimation Uncertainty
Depreciation of IT Equipment
The group determines the useful economic life of IT Equipment based on expected usage patterns, technological developments, and historical experience. IT Equipment is depreciated on a straight-line basis over three years. This estimate reflects management’s current expectations of the assets’ economic utility and is reviewed annually for continued appropriateness.
Significant Judgements
Trade Receivables and Expected Credit Losses
Management assesses the recoverability of trade receivables based on known credit risks, past default experience, and current market conditions. At the reporting date, the potential exposure to bad debts is considered immaterial, and therefore no material provision has been recognised. The directors do not consider this area to involve significant judgement at present, but this will be reviewed regularly.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The directors of the company were remunerated by OFR Consultants Limited for their services to the group as a whole. The directors deem it impracticable to allocate their remuneration between their services to group companies (2024: same).
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:
Details of the company's subsidiaries at 31 March 2025 are as follows:
The loans owed to group undertakings bear no interest and are repayable by mutual agreement.
The loans owed to group undertakings bear no interest and are repayable by mutual agreement.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
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,
During the year, the following movements took place:
- Share buyback of 430 Ordinary shares
- Share buyback of 7 A Ordinary shares
- Share buyback of 7 B Ordinary shares
- Share buyback of 213 A Ordinary shares
- Allotment of 187 B Ordinary shares
- Allotment of 151 B Ordinary shares
- Reclassification of 208 B Ordinary shares to A Ordinary shares
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:
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.