Company registration number 12025534 (England and Wales)
OBICE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OBICE TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr S Swales
Mr A R James
Mr A Turk
Mr M D Holton
Company number
12025534
Registered office
Siderise Forge Industrial Estate
Nantyfyllon
Maesteg
Mid Glamorgan
United Kingdom
CF34 0AH
Auditor
Azets Audit Services
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
OBICE TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 8
Directors' responsibilities statement
9
Independent auditor's report
10 - 12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Company statement of cash flows
19
Notes to the financial statements
20 - 40
OBICE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of business

The company and its subsidiaries (collectively the “Group”) continue to operate in the United Kingdom with an expanding overseas presence. The Group’s principal activity is the manufacture and sale of fire, thermal and acoustic insulation solutions, including the provision of technical services and site support services. 2024 was another year of strong performance for the Group.

Key performance indicators (percentages shown are based on £’000 values from the financial statements)

(£m)

2024

2023

Growth/​(decline)

Turnover

53.5

49.1

8.9%

Gross profit

31.3

30.0

4.3%

Gross margin

58.6%

61.1%

(2.5)%p

EBITDA*

17.2

17.1

0.1%

*Operating profit before deducting depreciation, amortisation and exceptional items

Turnover (£m)

2024

2023

Growth/​(decline)

Passive Fire Protection

47.9

44.7

7.1%

Acoustics

5.6

4.4

26.7%

Total

53.5

49.1

8.9%


Turnover grew 8.9% to £53.5m.

The Passive Fire Protection Division’s turnover grew 7.1% to £47.9m, with growth of 5.9% in the UK to £40.6m and 14.2% in Export to £7.3m. The Acoustic’s Division’s turnover grew by 26.7% to £5.6m as it compensated for the loss of Rail business, noted in last year’s business review, with growth in other verticals.

Turnover growth underpinned 4.3% growth in gross profit, while margin fell by 2.5%p to 58.6% due to changes in regional and product mix.

Following on from last year, the Group invested in sales, marketing and technical resource to ensure continuation of the Group's market leading technical services proposition and to develop international sales. This included the acquisition of the trade and assets of the exclusive UAE distributor (see below).

EBITDA* grew 0.1% to £17.2m.

At the end of the financial year, the Group had bank loans of £18.9m due for repayment on 25 June 2025, and interest due on those borrowings of £0.4m. The loans have been disclosed in the balance sheet as amounts falling due within one year, resulting in a balance sheet with net current liabilities of £3.2m. In May 2025, the £18.9m bank loan was extended for a further two years to 25 June 2027. Had the extension to the finance facility been in place on 31 December 2024, the Group would have had net current assets of £15.7m.

The Group continues to recognise the importance of long-term investment to support future growth and drive the business forward as it seeks to become the global leader in passive fire solutions for all building types, progress demonstrated with winning Make UK’s Welsh Exporter of the Year Award towards the end of 2024:

OBICE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

Risk

Mitigation

Compliance with regulations, legal and ethical standards

The Group’s products and associated services are designed to protect lives and property. It is essential that those products and services comply, at the very least, with the laws and regulations in the territories in which the Company operates.

 

 

The Group engages in regular testing of its products in line with all applicable laws and regulations and is committed to achieving the highest levels of integrity in all that it does. The Group is also represented on external committees overseeing the setting of standards and regulatory processes.

Credit Risk

The Group's credit risk is almost entirely attributable to its trade receivables.

 

The Group continues to insure the majority of its trade receivables through Atradius, and, at 31 December 2024 had c. 75% of its trade receivables insured.

Provision is made for specific doubtful debts based on knowledge and ageing of the debtor. The amounts presented in the balance sheet are net of these provisions.

All receivable accounts are credit checked using reputable agencies, and the Group's approach to giving credit is cautious.

The Group has no significant concentration of credit risk, with exposure spread over a number of customers.

Cyber Security

All modern businesses face an increasing inherent cyber security risk as criminals become more sophisticated and technology’s involvement continues to grow.

 

The Group has a number of controls in place to mitigate this risk, including regular security audits and penetration testing.

The Group fosters a culture of professional scepticism in undertaking all activities and specifically regularly trains its people regarding cyber security risk.

The Group holds Cyber Security Essentials Plus certification.

Statutory duties under s172(1) Companies Act 2006

Under section 172(1) of the Companies Act 2006, each director of a company has a duty to promote the success of the company, acting in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and, in doing so, have regard, amongst other things, to the following:

OBICE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Long-term impact of decisions

The Board’s decisions are measured against its strategy, underpinned by its long-term business plan. Each decision takes into account, as appropriate, the impact on the Group's short-, medium- and long-term goals and on its wider stakeholder community. The Board, and its wider leadership team, understand the importance of engaging with all stakeholders and regularly discuss issues concerning its employees, suppliers, customers, community and the environment, and factors in the interests of these groups when making decisions.

The interests of the Group's employees

The Group recognises the key role its employees have in building a successful organisation. Siderise Insulation Limited was recognised as one of the Great Places To Work by The Sunday Times in 2024. Each Executive is responsible for one or more departments in the organisation and therefore, directly or indirectly, every employee’s interests are considered during discussions.

The Group’s average number of employees grew to 202 in 2024 (2023: 175). The need to recruit and retain the best talent is key to the Group's success. The Board continues to focus on recruitment and retention, and will continue to do so, with 1.0% average employee turnover per month in 2024. Training and upskilling remain fundamental to the employee proposition, underpinned by a bespoke Skills, Knowledge, Experience and Behaviours (“SKEB”) matrix for each employee, providing focus on current and desired levels of performance, with training provided to address identified areas for growth.

“Safety matters” is a key value of the business, and, while this extends across the spectrum of stakeholders, it starts with the Group's employees. Delivery of the Group's mission will make the world a safer place. By extension, safety should be intrinsic to everything the Group does. The Group aims to foster a culture of safety, a culture that is expansive and transferrable, so that people take it with them wherever they go.

 

Fostering the Group's business relationships with suppliers

The Board recognises that the quality of the goods and services it procures is key to delivering quality products and successful outcomes for its customers and wider stakeholders. One of the Group's values is “Respect for each other”, which underpins all stakeholder relationships, including those with our suppliers. Through its delegated authorities, relationships and contracts with larger suppliers are part of the Board agenda, while through the empowerment of our employees, relationships with smaller suppliers are managed at appropriate levels of the organisation, and with departmental oversight by the relevant Executive. In recognising the importance of suppliers, the Group recruited a Head of Supply Chain at the start of 2024.

Fostering the Group's business relationships with customers

“Customer First” lies at the heart of the Company’s values. The Group's customers are the ultimate priority, and their experience of engaging with Siderise, at any point and with any product or service, should be positive. The Group's Commercial function, led by the Chief Commercial Officer, ensures that the voice of customer is listened to when making decisions, and the Board places significant emphasis on its Net Promoter Score (NPS) performance and monitors the frequency and nature of any customer complaint received. In 2024, the business achieved an average NPS score of 60 and a score of 66 for the fourth quarter.

Impact on community and the environment

Under the leadership of the Environmental, Social and Governance (ESG) Manager, the impact the business has, and will have on its community and environment is appropriately monitored and managed. The Board has agreed specific science-based targets for the coming years across the spectrum of ESG. During 2024, the Group released its first ESG report for the year ended 31 December 2023.

The desirability of the Group maintaining a reputation for high standards of business conduct and the need to act fairly as between members of the Group.

The business has a strong and growing reputation, evidenced by positive customer feedback, and high standards of business conduct evidenced by its value of “Integrity in all we do”. Balancing the interests of all stakeholders is not always simple, but the need to act fairly and take those, sometimes competing, interests into account, is the foundation upon which Siderise operates.

OBICE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Energy use and emissions

Usage and emissions disclosure

The table below shows the Group’s energy usage for the year with comparatives:

Energy Use (kWh)

2024

2023

 

UK

Overseas

UK

Overseas

Electricity

1,150,400

32,892

990,741

30,246

Natural gas

401.232

 -

258,782

Heating oil

229,417

133,850

LPG

98,511

 -

112,147

Propane

65,202

 -

44,344

Total:

1,944,762

32,892

1,539,864

30,246

1,977,654

1,570,110

The energy intensity per kg of product produced, expressed in kWh/​kg increased in 2024 to 0.25 from 0.22 in 2023. This increase is attributed to increased occupation and utilisation of office spaces, colder temperatures in the earlier part of 2024 relative to 2023 and a particular one-off project which required additional heating in January 2024.     

The associated emissions are shown below:  

Emissions (tCO2e)

2024

2023

 

UK

Overseas

UK

Overseas

Electricity

238.18

14.47

173.98

12.26

Natural gas

73.91

47.34

Heating oil

56.31

33.26

LPG

21.67

24.66

Propane

14.08

17.47

Total

404.14

14.47

296.71

12.26

418.61

308.97

Emissions associated with the Group's vehicle fleet are shown in the next table:

 

2024

2023

Scope 1

8.12

22.17

Scope 2

5.97

3.01

Total

14.09

25.18


Methodologies used to calculate the amounts disclosed

The energy use data was extracted from invoices, while emission factors were sourced from the UK government's Greenhouse Gas Reporting: Conversion Factors 2023 and 2024 publication. The calculation includes emissions of carbon dioxide (CO2), methane (CH4), and nitrous oxide (N2O). Our consolidation approach for emissions follows the operational control method. 

A combination of 2022 business mileage and spend data was extracted from expense reports, this was utilised to calculate the associated business mileage emissions for the group for 2022. The 2022 data has been extrapolated to calculate an estimate of 2023 and 2024 business mileage and associated emissions.   

Operational Context 

In 2023, a new additional high speed production line was commissioned in Siderise Insulation Limited (SIL), representing a pivotal milestone in our operations. Additionally, an innovation centre, featuring a fire testing facility utilising LPG for its furnace, was built and commissioned in SIL. Therefore, 2023 has been determined as the earliest available and most operationally representative base year for our GHG emissions. 

OBICE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Reduction of energy consumption and energy efficiency
During 2024 a small Solar PV array was installed  on the roof of the recently built Siderise Innovation Centre in Maesteg, with estimated generation capability of up to 2,087 kWh/year. The renewable energy generated contributes to fulfilling the electrical demand of the Innovation Centre building, relying on less electricity from the grid as a result and contributes towards our ESG Strategy objective of being able to generate 20% of total energy requirement from on-site renewables by 2030.

Since 2023 the site has gradually transitioned to LED lighting, on a planned maintenance basis.  The transition was completed in full during 2024. Simultaneously Passive Infra-red sensors were installed on lighting in all occupied office areas offering enhanced security, energy efficiency and cost saving benefits.  

Since undertaking an Energy Savings Opportunity Scheme (ESOS) assessment in 2023, the Maesteg site has been strategically undertaking several recommended projects, in accordance with our ESOS action plan. During 2024 the site successfully “metered back” the onsite compressors from 7.0 bar to 6.5 bar offering an expected saving of 2,508 kWh/year.  

Additionally, the extraction systems that service production lines are paramount for maintaining the highest levels of Health and Safety protection, but they are known to be significant energy users. In 2024, the operational frequency of the system was reduced on the High Speed Production line 2 from 50Hz to 45Hz without compromising performance.

Over the course of 2024 the company further reduced its reliance on Propane fuelled Forklift Trucks, transitioning to a fleet of six electric Forklift Trucks and retaining one Propane Forklift Truck.  This reduced Propane consumption by 0.75 tonnes in 2024.      

Despite the implementation of a number of energy efficiency projects in 2024, total energy consumption at the  Maesteg site increased in 2024 when compared with our 2023 base year.  Natural Gas and Heating Oil consumption, which are both used to heat occupied office buildings, increased in 2024 on 2023 base year. This is due to increased occupation and utilisation of office spaces and colder temperatures in the earlier part of 2024.  In addition, a particular project which required a refinishing of the flooring in the production facility required additional heating to cure the floor in January 2024, contributing to a one-off increase in natural gas consumption during this month.  

Electricity use in 2024 also increased in comparison to 2023. The Maesteg site introduced a second High Speed Production Line which was commissioned in late 2023 and began routine operation in 2024. While it is anticipated that the majority of the increase in electricity consumption is attributed to the increased use of the second production line, it is also of note that 2024 saw the first year in which the business was able to offer employees electric car charging on site and this has been popular since its introduction in mid-2024.  

The energy intensity of the Maesteg site production facility increased in 2024 on the 2023 base year. This is due to higher production levels, with two high speed lines and corresponding ancillary equipment to meet increasing consumer demand for our product. The target is to achieve a 20% reduction in energy intensity by 2030, with 2023 as the base year.

The company vehicle fleet continued to undergo its rapid transformation, with 70% electric vehicles and 17% hybrid electric vehicles explaining the reduction in emissions associated with the UK business vehicle fleet and maintaining our aim to transition our entire fleet to 100% electric vehicles by 2030, championing cleaner transportation practices.  

Over the course of 2024 the business has been laying the foundations to achieving ISO 50001 Energy Management certification across all our operations by 2025. This certification will help to demonstrate dedication to effectively managing and reducing energy consumption throughout the organisation.

No activity contributes significantly to the organisation's total anticipated energy consumption outside of the organisation. However, there will be a better understanding of this area once scope 3 emissions are calculated and presented in the next sustainability reports.
OBICE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Future Developments
The Group is the UK, Ireland, UAE and India market leader in passive fire solutions for high rise buildings and has strong prospects for future growth as it focuses on its strategy to become the global leader in passive fire solutions for the building envelope on all building types.  The business continues to develop new products and expand into new territories to enable it to address wider applications and markets.  It has offices in Dubai, Singapore and Mumbai, in addition to its manufacturing facilities, innovation centre and offices in the UK.  The business will continue to make appropriate capital and overhead investments to continue its strong record of growth.  

On 2 January 2024 the Group incorporated a new wholly-owned subsidiary, Siderise US LLC, as it seeks to expand its geographic footprint into the highly attractive North American market.  

The 2024 acquisition of the trade and assets of the Fire Protection Division's exclusive UAE distributor, and its subsequent successful integration into its Middle East wholly-owned subsidiary, provided the Group with a direct route to its customer base and local operation in an important market for the business.  This will facilitate faster growth and provided an opportunity to begin manufacturing in the Middle East, reducing lead times to customers, which began toward the end of 2024.  

The directors believe these investments will deliver substantial returns in the coming years.

On behalf of the board

Mr M D Holton
Director
4 July 2025
OBICE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

 

The principal activity of the group continued to be that of the buying, selling and manufacture of insulating materials.

Results and dividends

The results for the year are set out on page 13.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S Swales
Mr S G Gilbert
(Resigned 24 October 2024)
Mr A R James
Mr A Turk
Ms K W Ho
(Resigned 24 October 2024)
Mr M D Holton
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

The Group has included this disclosure within the Strategic Report.

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.

Going concern

The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered facilities that are in place at the date of signing the report.

At 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 with the business having extended its Term Loan B facility of £18.9m for a further two years to June 2027, as explained in the fair review of the business section of these financial statements

OBICE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
On behalf of the board
Mr M D Holton
Director
4 July 2025
OBICE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -

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.

OBICE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OBICE TOPCO LIMITED
- 10 -
Opinion

We have audited the financial statements of Obice Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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, the company 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:

OBICE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OBICE TOPCO LIMITED
- 11 -
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.

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.

OBICE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OBICE TOPCO LIMITED
- 12 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Craig Yearsley FCCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
4 July 2025
Chartered Accountants
Statutory Auditor
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
OBICE TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£'000
£'000
Turnover
4
53,466
49,117
Cost of sales
(22,152)
(19,092)
Gross profit
31,314
30,025
Distribution costs
(3,977)
(2,564)
Administrative expenses
(16,660)
(15,570)
Other operating income
226
-
Exceptional item
3
(1,998)
-
0
Operating profit
5
8,905
11,891
Interest receivable and similar income
9
125
325
Interest payable and similar expenses
10
(3,146)
(3,731)
Profit before tax
5,884
8,485
Tax on profit
11
(3,557)
(3,657)
Profit for the financial year
2,327
4,828
Other comprehensive income
Currency translation loss taken to retained earnings
(33)
-
0
Total comprehensive income for the year
2,294
4,828
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
OBICE TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
13
20,843
24,402
Other intangible assets
13
4,008
1,440
Total intangible assets
24,851
25,842
Tangible assets
14
9,788
9,981
34,639
35,823
Current assets
Stocks
17
3,119
1,936
Debtors
18
14,068
10,776
Cash at bank and in hand
6,215
9,612
23,402
22,324
Creditors: amounts falling due within one year
19
(27,101)
(7,810)
Net current (liabilities)/assets
(3,699)
14,514
Total assets less current liabilities
30,940
50,337
Creditors: amounts falling due after more than one year
20
(14,492)
(36,492)
Provisions for liabilities
Deferred tax liability
22
964
655
(964)
(655)
Net assets
15,484
13,190
Capital and reserves
Called up share capital
24
1
1
Share premium
150
150
Capital redemption reserve
5
5
Profit and loss reserves
15,328
13,034
Total equity
15,484
13,190
The financial statements were approved by the board of directors and authorised for issue on 4 July 2025 and are signed on its behalf by:
04 July 2025
Mr A Turk
Mr M D Holton
Director
Director
Company registration number 12025534 (England and Wales)
OBICE TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 15 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
15
46
46
Current assets
Debtors
18
19,718
18,971
Creditors: amounts falling due within one year
19
(10,386)
(7,684)
Net current assets
9,332
11,287
Total assets less current liabilities
9,378
11,333
Creditors: amounts falling due after more than one year
20
(9,229)
(11,184)
Net assets
149
149
Capital and reserves
Called up share capital
24
1
1
Share premium
150
150
Capital redemption reserve
5
5
Profit and loss reserves
(7)
(7)
Total equity
149
149

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 £309 (2023 - £6,950 loss).

The financial statements were approved by the board of directors and authorised for issue on 4 July 2025 and are signed on its behalf by:
04 July 2025
Mr A Turk
Mr M D Holton
Director
Director
Company registration number 12025534 (England and Wales)
OBICE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
1
87
5
8,206
8,299
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
4,828
4,828
Issue of share capital
24
-
0
63
-
-
63
Balance at 31 December 2023
1
150
5
13,034
13,190
Year ended 31 December 2024:
Profit for the year
-
-
-
2,327
2,327
Other comprehensive income:
Currency translation differences
-
-
-
(33)
(33)
Total comprehensive income
-
-
-
2,294
2,294
Balance at 31 December 2024
1
150
5
15,328
15,484
OBICE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2023
1
87
5
-
0
93
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(7)
(7)
Issue of share capital
24
-
0
63
-
-
63
Balance at 31 December 2023
1
150
5
(7)
149
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
-
-
0
Balance at 31 December 2024
1
150
5
(7)
149
OBICE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
31
13,815
19,069
Interest paid
(3,146)
(3,731)
Income taxes paid
(4,064)
(3,908)
Net cash inflow from operating activities
6,605
11,430
Investing activities
Purchase of intangible assets
(4,234)
(747)
Purchase of tangible fixed assets
(1,658)
(3,216)
Proceeds from disposal of tangible fixed assets
120
(2)
Interest received
125
325
Net cash used in investing activities
(5,647)
(3,640)
Financing activities
Proceeds from issue of shares
-
63
Repayment of borrowings
(3,091)
(5,690)
Repayment of bank loans
(1,231)
(1,651)
Payment of finance leases obligations
-
(7)
Net cash used in financing activities
(4,322)
(7,285)
Net (decrease)/increase in cash and cash equivalents
(3,364)
505
Cash and cash equivalents at beginning of year
9,612
9,107
Effect of foreign exchange rates
(33)
-
0
Cash and cash equivalents at end of year
6,215
9,612
OBICE TOPCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
30
1,955
3,678
Income taxes paid
-
0
(109)
Net cash inflow from operating activities
1,955
3,569
Financing activities
Proceeds from issue of shares
-
63
Repayment of borrowings
(1,955)
(3,632)
Net cash used in financing activities
(1,955)
(3,569)
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
1
Accounting policies
Company information

Obice Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Siderise Forge Industrial Estate, Nantyfyllon, Maesteg, Mid Glamorgan, United Kingdom, CF34 0AH.

 

The group consists of Obice Topco 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 £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets received, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

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

 

All financial statements are made up to 31 December 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.

1.4
Going concern

The financial statements have been prepared on a going concern basis which assumes the company will continue in operational existence for the foreseeable future. In making their assessment the directors have reviewed the balance sheet, the likely future cash flows of the business and have considered facilities that are in place at the date of signing the report.

At 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 with the business having extended its Term Loan B facility of £18.9m for a further two years to June 2027, as explained in the fair review of the business section of these financial statements.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is estimated to be 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Technical capitalisation
20% straight-line
Development costs
20% straight-line
Customer database
10% straight-line
1.9
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.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

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:

Freehold land and buildings
2% to 4% straight-line
Plant and equipment
25% reducing balance or 10% to 33% straight-line
Fixtures and fittings
25% reducing balance to 33% straight-line
Computers
25% reducing balance

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.

1.10
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.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 are tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -

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.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
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.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
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 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.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
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 group's contractual obligations expire or are discharged or cancelled.

1.15
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.

1.16
Tax

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 taxable 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.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -
1.17
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.

1.18
Retirement benefits

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

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Exceptional items
2024
2023
£'000
£'000
Exceptional costs
1,998
-

The exceptional costs include:

 

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
4
Turnover

 

2024
2023
£'000
£'000
Turnover analysed by class of business
Passive fire protection
47,882
44,711
Acoustics
5,584
4,406
53,466
49,117
2024
2023
£'000
£'000
Turnover analysed by geographical market
United Kingdom
46,216
42,769
Ireland
1,254
1,590
Europe
1,800
1,891
MEIAP
4,196
2,849
USA
-
18
53,466
49,117
5
Operating profit
2024
2023
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(42)
265
Research and development costs
141
103
Depreciation of owned tangible fixed assets
1,086
391
Impairment of owned tangible fixed assets
640
-
Loss on disposal of tangible fixed assets
6
-
Amortisation of intangible assets
5,224
4,840
Operating lease charges
221
183
6
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
194
175
-
0
-
0
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 28 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Wages and salaries
11,498
9,429
-
0
-
0
Social security costs
901
799
-
-
Pension costs
389
238
-
0
-
0
12,788
10,466
-
0
-
0
7
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
622
569
Company pension contributions to defined contribution schemes
24
22
646
591
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£'000
£'000
Remuneration for qualifying services
243
223
8
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
56
49
For other services
Tax compliance services
19
13
9
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest on bank deposits
66
297
Other interest income
59
28
Total income
125
325
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Interest receivable and similar income
(Continued)
- 29 -
2024
2023
Investment income includes the following:
£'000
£'000
Interest on financial assets not measured at fair value through profit or loss
66
297
10
Interest payable and similar expenses
2024
2023
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
2,632
3,026
Other interest on financial liabilities
502
668
3,134
3,694
Other finance costs:
Other interest
12
37
Total finance costs
3,146
3,731
11
Tax
2024
2023
£'000
£'000
Current tax
UK corporation tax on profits for the current period
3,827
3,685
Adjustments in respect of prior periods
(638)
103
Total current tax
3,189
3,788
Deferred tax
Origination and reversal of timing differences
(353)
(131)
Previously unrecognised tax loss, tax credit or timing difference
721
-
0
Total deferred tax
368
(131)
Total tax charge
3,557
3,657
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Tax
(Continued)
- 30 -

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
£'000
£'000
Profit before tax
5,884
8,485
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,471
1,996
Tax effect of expenses that are not deductible in determining taxable profit
1,787
1,703
Tax effect of income not taxable in determining taxable profit
(56)
-
0
Adjustments in respect of prior years
(58)
(31)
Under/(over) provided in prior years
142
-
0
Super deduction
-
0
(1)
Deferred tax not recognised
386
-
0
Income not taxable
(115)
-
0
Timing differences not recognised
-
0
(10)
Tax charge
3,557
3,657
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
12
Impairments
2024
2023
Notes
£'000
£'000
Property, plant and equipment
14
640
-
Stocks
123
-
Recognised in:
Exceptional items
763
-

The impairments result from work undertaken to develop a safe method to vertically integrate production of certain ancillary products. The manufacturing process and stock produced during the testing phase of development were not satisfactory. An alternative solution was found and the original project curtailed. The asset under construction and resulting stock were therefore written-off. Given the size and unusual nature of this loss, it has been disclosed as an exceptional item.

13
Intangible fixed assets
Group
Goodwill
Technical capitalisation
Development costs
Customer database
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
45,983
35
2,325
-
0
48,344
Additions
-
0
-
0
590
-
0
590
Additions - separately acquired
-
0
-
0
-
0
2,701
2,701
Additions - business combinations
940
-
0
-
0
-
0
940
At 31 December 2024
46,923
35
2,916
2,701
52,575
Amortisation and impairment
At 1 January 2024
21,581
26
894
-
0
22,500
Amortisation charged for the year
4,499
8
519
198
5,224
At 31 December 2024
26,080
33
1,413
198
27,724
Carrying amount
At 31 December 2024
20,843
2
1,503
2,503
24,851
At 31 December 2023
24,402
9
1,431
-
0
25,842
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

More information on impairment movements in the year is given in note 12.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
14
Tangible fixed assets
Group
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
5,171
2,422
2,838
382
772
11,585
Additions
596
578
117
197
171
1,659
Disposals
-
0
-
0
(48)
-
0
(131)
(179)
Transfers
903
(2,360)
1,631
(154)
(20)
-
0
At 31 December 2024
6,671
640
4,537
426
791
13,065
Depreciation and impairment
At 1 January 2024
299
-
0
896
85
324
1,604
Depreciation charged in the year
183
-
0
705
63
135
1,086
Impairment losses
-
0
640
-
0
-
0
-
0
640
Eliminated in respect of disposals
(12)
-
0
-
0
-
0
(41)
(53)
At 31 December 2024
471
640
1,601
147
418
3,277
Carrying amount
At 31 December 2024
6,200
-
0
2,936
279
373
9,788
At 31 December 2023
4,872
2,422
1,942
297
448
9,981
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

More information on impairment movements in the year is given in note 12.

15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
16
-
0
-
0
46
46
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Fixed asset investments
(Continued)
- 33 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2024 and 31 December 2024
46
Carrying amount
At 31 December 2024
46
At 31 December 2023
46
16
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Obice Midco Limited
[1]
Ordinary
100.00
-
Obice Bidco Limited
[1]
Ordinary
0
100.00
Siderise Group Limited
[1]
Ordinary
0
100.00
Siderise Holdings Limited
[1]
Ordinary
0
100.00
Siderise Insulation Limited
[1]
Ordinary
0
100.00
Siderise (Special Products) Limited
[1]
Ordinary
0
100.00
Siderise Limited (Dormant)
[1]
Ordinary
0
100.00
Lamatherm Products Limited (Dormant)
[1]
Ordinary
0
100.00
Siderise Middle East FZE
[2]
Ordinary
0
100.00
Siderise (Asia Pacific) PTE. Ltd.
[3]
Ordinary
0
100.00
Siderise India Private Limited
[4]
Ordinary
0
100.00
Siderise US LLC
[5]
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

[1]
Forge Industrial Estate, Nantyfyllon, Maesteg, Wales, CF34 0AH
[2]
Citadel Tower, Marasi Dr, Dubai, UAE
[3]
80 Robinson Road, 02 00, Singapore 068898
[4]
Balaji Height, CHSL Mumbai Maharashtra, India, 400705
[5]
1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, United States
17
Stocks
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Raw materials and consumables
3,119
1,936
-
-
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
10,372
8,578
1
1
Corporation tax recoverable
1,152
437
-
0
-
0
Amounts owed by group undertakings
-
-
19,438
18,686
Other debtors
719
510
279
284
Prepayments and accrued income
1,264
630
-
0
-
0
13,507
10,155
19,718
18,971
Deferred tax asset (note 22)
-
0
44
-
0
-
0
13,507
10,199
19,718
18,971
Amounts falling due after more than one year:
Deferred tax asset (note 22)
561
577
-
0
-
0
Total debtors
14,068
10,776
19,718
18,971
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans
21
19,299
1,621
-
0
-
0
Trade creditors
3,396
3,189
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
10,156
7,617
Corporation tax payable
185
346
7
7
Other taxation and social security
919
898
-
-
Other creditors
854
110
-
0
60
Accruals and deferred income
2,448
1,646
223
-
0
27,101
7,810
10,386
7,684
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
21
-
0
18,909
-
0
-
0
Other borrowings
21
14,492
17,583
9,229
11,184
14,492
36,492
9,229
11,184
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Bank loans
19,299
20,530
-
0
-
0
Other loans
14,492
17,583
9,229
11,184
33,791
38,113
9,229
11,184
Payable within one year
19,299
1,621
-
0
-
0
Payable after one year
14,492
36,492
9,229
11,184

A fixed and floating charge was created on 25 June 2019 in favour of HSBC UK Bank Plc over all the property and undertakings of the company and each of its material subsidiaries, as defined under the group's Senior Facilities Agreement. This remained in place at 31 December 2024.

The above bank loan balances are repayable in full on the termination date of June 2025. Interest is accruing at a percentage rate per annum which is the aggregate of the applicable margin and LIBOR. Loan margin is 4.0%. As at the date of approval of the financial statements, this loan facility has been extended to June 2027.

Included within other loans are investor loan notes of £5,263k (2023: £6,399k). The loan notes are unsecured. Interest on the loan notes will accrue daily based on a 365 day year at a rate of 10% per annum fixed coupon. Interest is payable quarterly in arrears up to and including the redemption date of 25 June 2029.

 

Also included within other loans are fixed coupon 10% unsecured management loan notes of £9,229k (2023: £11,184k) including accrued interest. Interest accrues daily based on a 365 day year at a rate of 10% per annum fixed coupon. Interest is payable quarterly in arrears up to and including the redemption date of 25 June 2029.

22
Deferred tax

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£'000
£'000
£'000
£'000
Accelerated capital allowances
988
655
-
-
Short term timing difference
(24)
-
-
2
Losses
-
-
-
3
General provisions
-
-
-
46
Interest deductions
-
-
561
570
964
655
561
621
The company has no deferred tax assets or liabilities.
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Deferred tax
(Continued)
- 36 -
Group
Company
2024
2024
Movements in the year:
£'000
£'000
Net liability at 1 January 2024
34
-
Charge to profit or loss
369
-
Net liability at 31 December 2024
403
-

The deferred tax asset relates to interest deductions and will reverse as the interest is paid.

 

The deferred tax liability relates to accelerated capital allowances and is expected to reverse within 12 months against capital allowances that are expected to mature within the same period.

 

Deferred tax has been recognised at a rate of 25%.

23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
389
238

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.

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary A shares of 1p each
50,934
50,934
1
1
Ordinary B shares of 1p each
44,616
44,616
-
-
Ordinary C1 shares of 1p each
1,733
1,733
-
-
Ordinary C2 shares of 1p each
2,153
2,153
-
-
Ordinary C3 shares of 1p each
995
995
-
-

A and B ordinary shares entitle holders to one vote per share held and dividend rights should dividends be declared.

C1, C2 and C3 ordinary shares have no voting rights but entitle holders to dividend rights should dividends be declared.

OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
25
Operating lease commitments
Lessee

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
£'000
£'000
£'000
£'000
Within one year
490
206
-
-
Between two and five years
802
279
-
-
1,292
485
-
-
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Acquisition of tangible fixed assets
66
309
-
-
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£'000
£'000
Aggregate compensation
819
605
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Interest payable
2024
2023
£'000
£'000
Group
Other related parties
1,409
1,811
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Related party transactions
(Continued)
- 38 -

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£'000
£'000
Group
Other related parties
14,492
17,581

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£'000
£'000
Group
Other related parties
46
46
28
Directors' transactions

Advances or credits have been granted by the group to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£'000
£'000
£'000
£'000
£'000
Directors loan account
-
138
75
-
(9)
204
138
75
-
(9)
204

Included within other loans are management loan notes owed to two of the Directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£'000
£'000
£'000
£'000
£'000
Management loan notes
10.00
8,219
-
779
(2,129)
6,869
8,219
-
779
(2,129)
6,869
29
Controlling party
The ultimate controlling party of the group is Cooperatieve H2 Equity Partners Fund V U.A. on the basis of its majority shareholding of Obice Topco Limited.
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 39 -
30
Cash generated from operations - company
2024
2023
£'000
£'000
Profit/(loss) for the year after tax
-
(7)
Adjustments for:
Taxation charged
-
0
7
Movements in working capital:
Increase in debtors
(747)
(1,304)
Increase in creditors
2,702
4,982
Cash generated from operations
1,955
3,678
31
Cash generated from group operations
2024
2023
£'000
£'000
Profit for the year after tax
2,327
4,828
Adjustments for:
Taxation charged
3,557
3,657
Finance costs
3,146
3,731
Investment income
(125)
(325)
Loss on disposal of tangible fixed assets
6
-
Amortisation and impairment of intangible assets
5,224
4,840
Depreciation and impairment of tangible fixed assets
1,726
391
Movements in working capital:
(Increase)/decrease in stocks
(1,183)
830
Increase in debtors
(2,637)
(224)
Increase in creditors
1,774
1,341
Cash generated from operations
13,815
19,069
32
Analysis of changes in net debt - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£'000
£'000
£'000
£'000
Cash at bank and in hand
9,612
(3,364)
(33)
6,215
Borrowings excluding overdrafts
(38,113)
4,322
-
(33,791)
(28,501)
958
(33)
(27,576)
OBICE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 40 -
33
Analysis of changes in net debt - company
1 January 2024
Cash flows
31 December 2024
£'000
£'000
£'000
Borrowings excluding overdrafts
(11,184)
1,955
(9,229)
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