Company registration number 12028063 (England and Wales)
OBICE MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
OBICE MIDCO LIMITED
COMPANY INFORMATION
Directors
Mr S Swales
Mr A R James
Mr A M Turk
Mr M D Holton
Company number
12028063
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 MIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 20
OBICE MIDCO 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 the business

The company, its parents and its subsidiaries (collectively the “Group”) continue to operate in the United Kingdom with an expanding overseas presence. The principal activity of its subsidiaries is the manufacture and sale of fire, thermal and acoustic insulation solutions.

The Group continued its strong growth record in 2024 and continues to recognise the importance of investment to support future growth and drive the company forward as it seeks to become the global leader in passive fire solutions for all building types.

 

Further detail on the trading performance of the Group is contained in the Strategic Report of Obice Topco Limited for the year ended 31 December 2024.

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 the 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.

OBICE MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
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 MIDCO 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 MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Future Developements

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 MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final 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 G Gilbert
(Resigned 24 October 2024)
Mr S Swales
Mr A R James
Mr A M 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 company will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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.

 

As at 31 December 2024, the company has net liabilities of £312k and a balance owed to group undertakings of £18,092k. The company has full support of the group and parent company (Obice Topco Limited) and has received confirmation the parent will continue to provide support for a period of at least 12 months from the date of approval of these financial statements.

 

On the basis of continued support of companies within the group, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

OBICE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
On behalf of the board
Mr M D Holton
Director
4 July 2025
OBICE MIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

OBICE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OBICE MIDCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Obice Midco Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OBICE MIDCO LIMITED
- 9 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OBICE MIDCO LIMITED
- 10 -

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 MIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£'000
£'000
Other operating income
502
668
Interest payable and similar expenses
3
(503)
(675)
Loss before tax
(1)
(7)
Tax on loss
4
(48)
(62)
Loss for the financial year
(49)
(69)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

OBICE MIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
5
46
46
Current assets
Debtors
7
23,051
24,367
Creditors: amounts falling due within one year
8
(18,146)
(18,277)
Net current assets
4,905
6,090
Total assets less current liabilities
4,951
6,136
Creditors: amounts falling due after more than one year
9
(5,263)
(6,399)
Net liabilities
(312)
(263)
Capital and reserves
Called up share capital
11
46
46
Profit and loss reserves
(358)
(309)
Total equity
(312)
(263)
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:
Mr M D Holton
Director
Company Registration No. 12028063
OBICE MIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 January 2023
46
(240)
(194)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(69)
(69)
Balance at 31 December 2023
46
(309)
(263)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(49)
(49)
Balance at 31 December 2024
46
(358)
(312)
OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Obice Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Siderise Forge Industrial Estate, Nantyfyllon, Maesteg, Mid Glamorgan, United Kingdom, CF34 0AH.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Obice Topco Limited. These consolidated financial statements are available from its registered office, Nantyfyllon, Maesteg, CF34 OAH.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Obice Midco Limited is a wholly owned subsidiary of Obice Topco Limited and the results of Obice Midco Limited are included in the consolidated financial statements of ObiceTopco Limited which are available from Nanytfyllon, Maesteg, CF34 0AH.

OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.2
Going concern

The financial statements have been prepared on a going concern basis which assumes the company willtrue 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.

 

As at 31 December 2024, the company has net liabilities of £312k and a balance owed to group undertakings of £18,092k. The company has full support of the group and parent company (Obice Topco Limited) and has received confirmation the parent will continue to provide support for a period of at least 12 months from the date of approval of these financial statements.

 

On the basis of continued support of companies within the group, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.4
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.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

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

 

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

OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
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 company’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.

OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
3
Interest payable and similar expenses
2024
2023
£'000
£'000
Other interest on financial liabilities
502
668
Other interest
1
7
503
675
4
Tax
2024
2023
£'000
£'000
Current tax
UK corporation tax for the current period
50
63
Adjustments in respect of prior periods
(2)
(1)
Total current tax
48
62

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£'000
£'000
Loss before tax
(1)
(7)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
-
0
(2)
Tax effect of expenses that are not deductible in determining taxable profit
50
63
Adjustments in respect of prior years
(2)
1
Tax charge for the year
48
62
5
Fixed asset investments
2024
2023
Notes
£'000
£'000
Investments in subsidiaries
6
46
46
6
Subsidiaries

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

OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Subsidiaries
(Continued)
- 19 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Obice Bidco Limited
[1]
Ordinary
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
7
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Corporation tax recoverable
-
0
66
Amounts owed by group undertakings
23,051
24,301
23,051
24,367
8
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Amounts owed to group undertakings
18,092
18,277
Corporation tax
54
-
0
18,146
18,277
9
Creditors: amounts falling due after more than one year
2024
2023
Notes
£'000
£'000
Other borrowings
10
5,263
6,399
OBICE MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
10
Loans and overdrafts
2024
2023
£'000
£'000
Other loans
5,263
6,399
Payable after one year
5,263
6,399

The loan balances are made up 50% of Senior Investor Loan Notes and 50% of Investor Loan Notes.

 

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.

 

11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
45,510
45,510
46
46
12
Financial commitments, guarantees and contingent liabilities

A floating charge was created on 25 June 2019 in favour of HSBC UK Bank Plc over all the property and undertakings of the company. This remains in place at 31 December 2024.

13
Employees

The average monthly number of persons (including directors) employed by the company during the year was Nil as they were employe and paid from a related group company.

 

14
Ultimate controlling party

The ultimate parent company at the year end was Obice Topco Limited.

 

The ultimate controlling party of the group is Cooperatieve H2 Equity Partners Fund V U.A. on the basis of its majority shareholding of the group's ultimate parent company Obice Topco Limited.

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