The directors present the strategic report for the year ended 31 December 2024.
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.
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. |
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:
the likely consequences of any decision in the long term;
the interests of the company’s employees;
the need to foster the company’s business relationships with suppliers, customers and others;
the impact of the company’s operations on the community and the environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company.
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.
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
The directors present their annual report and financial statements for the year ended 31 December 2024.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
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:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
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.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets 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.
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, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
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:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
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.
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.
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.