Company registration number 08660912 (England and Wales)
ORISEC (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 MARCH 2025
ORISEC (HOLDINGS) LIMITED
COMPANY INFORMATION
Directors
Mr Philip Clifford Stewart
Mr Jonathan David Green
Company number
08660912
Registered office
1 St. Crispin Way
Haslingden
Rossendale
BB4 4PW
Auditor
Pierce C A Limited
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
Business address
1 St. Crispin Way
Haslingden
Rossendale
BB4 4PW
Bankers
HSBC Bank Plc
11 Stamford New Road
Altrincham
Cheshire
WA14 1BW
ORISEC (HOLDINGS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Group statement of cash flows
14
Notes to the financial statements
15 - 27
ORISEC (HOLDINGS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 26 MARCH 2025
- 1 -
The directors present the strategic report for the year ended 26 March 2025.
Review of the business
The group’s performance during the financial year to 26 March 2025 showed continued growth in sales, profit, gross margin and client base. Many of the UK’s largest NSI and SSAIB professional installation companies and buying groups now choose Orisec. International sales also experienced increased growth to record levels.
Orisec prides itself on being a leading UK manufacturer. Our international customers tell us that the Union Jack flag on our product packaging is a great selling point for their customers. The group’s recent drive on international sales is continuing to bring in new customers throughout Europe, Asia and South America. As well as Orisec branded products, the group is now manufacturing OEM and branded products for a number of major international brands.
More and more of our products have been granted independent third-party European certification, significantly increasing the potential customer base and opening up new markets.
Our ambitious R&D programme ensures a continual pipeline of new and innovative patented products. This further benefits the group with R&D tax credits and Patent Box corporation tax relief. The group continues to expand and protect its large portfolio of intellectual property, including patents, registered designs and trademarks. This “competitive moat” leads to growing customer loyalty and increasing brand awareness in our target markets.
Continued investment in test equipment enables us to test all products sold, significantly improving reliability compared with simple batch testing.
Exceptional customer service, training and technical support are key to our customers’ experience and we continue to expand and improve in both these areas. Our customers tell us this is an industry leading experience.
Orisec firmly believe that building strong relationships with our suppliers, colleagues and customers is key to our success. Wherever possible, Orisec choose local suppliers, and work hard to forge meaningful partnerships to ensure we have good forward visibility on any important supply issues. We value our employees and understand the importance of building genuine relationships which are essential in improving healthy, happy attitudes in the workplace.
The group does not provide profit guidance but confirms it looks forward to another year of meaningful progress in both profitability and cash generation, with improvement in profitability driven by an increase in margins. It also attributes the upbeat forecast to a marked improvement in profitability due to expected continual release of new hardware and software throughout all of 2025 and into 2026.
Principal risks and uncertainties
Principal risks identified, reviewed and rated, are as follows:
Electronic supply chain shortages and inflationary pressure have affected other manufacturers’ abilities to make sales and ship products. Orisec has developed a robust supply chain structure to mitigate this based on UK sourced manufacturers and suppliers wherever possible, and are therefore able to meet the growing demand with very short or zero lead times with next day shipping and no order backlog.
Outside of the UK, the group sales are predominantly made in Euros and US Dollars. Foreign exchange risk is mitigated by purchases from selected suppliers in those currencies.
Low cost products from foreign competitors often attempt to enter our markets. We stay ahead of these by offering premium products with innovative features and expanding our product range.
Key performance indicators
The directors have identified that the group’s sales and margins are key performance indicators, and as such are reviewed and monitored by management on a continual basis.
The group has continued to grow both turnover (£11.18m vs £10.29m in 2024) and gross profit (£5.95m vs £4.73m in 2024). Continued efficiency drives are yielding above industry average levels of gross profitability. The Gross margin achieved in the year has also grown (53% vs 46% in 2024).
ORISEC (HOLDINGS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 2 -
Future Developments
Innovation – the group continues to invest in research and development.
Customers – the group continues to have active discussions regarding potential new business with a focus on International Sales.
Products – the group continues to expand its product range with patents for many new items currently in the pipeline.
Relationships - the group puts every effort into building lasting, meaningful relationships with all its customers, suppliers and colleagues with an emphasis on listening to what they have to say.
Mr Jonathan David Green
Director
23 December 2025
ORISEC (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 26 MARCH 2025
- 3 -
The directors present their annual report and financial statements for the year ended 26 March 2025.
Principal activities
Group
The principal activity of the group continued to be that of the design, manufacture and sale of security systems.
Company
The principal activity of the company is that of a holding company.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference 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 Philip Clifford Stewart
Mr Jonathan David Green
Auditor
The auditor, Pierce C A Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.
On behalf of the board
Mr Jonathan David Green
Director
23 December 2025
ORISEC (HOLDINGS) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 26 MARCH 2025
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ORISEC (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ORISEC (HOLDINGS) LIMITED
- 5 -
We were engaged to audit the financial statements of Orisec (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 26 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence for the South African subsidiary company to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of 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 qualified opinion.
Due to a turnover of senior staff in the finance team in the South African subsidiary, we have had insufficient access to the accounting records of the South African subsidiary covering the year ended 26 March 2025. As a result we have been unable to obtain sufficient appropriate audit evidence on the South African subsidiary's financial statements and are therefore unable to provide an opinion on the South African subsidiary's performance and results that have been included within these consolidated financial statements.
The results for the South African subsidiary have been disclosed separately as a discontinued operation within these financial statements as the company has been sold after the balance sheet date. The performance of the entity for the period to 26 March 2025 shows a loss of £3k with the balance sheet reported in note 9 to the financial statements.
Whilst we attended the stocktake for the UK subsidiary for the period ended 28 March 2024 and 28 March 2025, we did not attend the stocktake of the South African subsidiary for the same period.
We were unable to satisfy ourselves by alternative means concerning the inventory quantities reported by the South African entity which are stated at £267,868 for the period ended 26 March 2024 and £183,740 for the period ended 26 March 2025.
Conclusions relating to going concern
The South African subsidiary was disposed of subsequent to the balance sheet date and prior to the signing of the auditor's report. As such, we have concluded that the going concern issues identified in the prior year relating to that entity no longer affect the UK parent and subsidiary company.
Based on the audit evidence obtained, we are satisfied that the UK parent and its continuing UK subsidiary are able to operate as going concerns and we have found no material uncertainties that cast significant doubt over their ability to continue as going concerns for at least twelve months from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
ORISEC (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORISEC (HOLDINGS) LIMITED
- 6 -
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
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, based on the work undertaken in the course of the audit whether:
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.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in light of the knowledge and understanding of the group and its subsidiary companies and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.
Arising from the limitation of our work referred to above:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit in relation to the South African entity; and
• we were unable to determine whether adequate accounting records have been kept in relation to the South African entity.
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:
returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and strategic report.
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 group's and 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 group or parent company or to cease operations, or have no realistic alternative but to do so.
ORISEC (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORISEC (HOLDINGS) LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report that includes our opinion.
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.
However, in relation to the South African entity, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
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 Standards, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In identifying and assessing risks of material misstatement in respect of irregularities we considered the following:
The nature of the industry and the group and company’s control environment.
Results of our enquiries of management.
The group and company’s procedures and controls on compliance with laws and regulations and the risks of fraud.
Discussions among the audit engagement team concerning potential indicators of fraud.
We are also required to perform specific procedures to respond to the risk of management override.
As a result of our audit procedures we did not identify a material risk of fraud or other non-compliance with laws and regulations.
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.
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Simon Diggle (Senior Statutory Auditor)
For and on behalf of Pierce C A Limited
23 December 2025
Statutory Auditor
Mentor House
Ainsworth Street
Blackburn
Lancashire
BB1 6AY
ORISEC (HOLDINGS) LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 26 MARCH 2025
- 8 -
Year
Period
ended
ended
Continuing
Discontinued
26 March
Continuing
Discontinued
26 March
operations
operations
2025
operations
operations
2024
Notes
£
£
£
£
£
£
Turnover
3
9,622,839
1,552,169
11,175,008
8,384,070
1,901,656
10,285,726
Cost of sales
(4,205,524)
(1,018,742)
(5,224,266)
(3,794,305)
(1,762,047)
(5,556,352)
Gross profit
5,417,315
533,427
5,950,742
4,589,765
139,609
4,729,374
Administrative expenses
(4,617,468)
(537,403)
(5,154,871)
(3,811,496)
(648,025)
(4,459,521)
Other operating income
182
-
182
346
-
346
Operating profit
4
800,029
(3,976)
796,053
778,615
(508,416)
270,199
Interest receivable and similar income
(182)
182
-
(346)
346
-
Interest payable and similar expenses
7
-
-
-
(2,366)
-
(2,366)
Profit before taxation
799,847
(3,794)
796,053
775,903
(508,070)
267,833
Tax on profit
8
(55,000)
-
(55,000)
91,000
-
91,000
Profit for the financial year
744,847
(3,794)
741,053
866,903
(508,070)
358,833
Profit for the financial year is all attributable to the owners of the parent company.
ORISEC (HOLDINGS) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 26 MARCH 2025
- 9 -
Year
Period
ended
ended
26 March
26 March
2025
2024
£
£
Profit for the year
741,053
358,833
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
Total comprehensive income for the year
741,053
358,833
Total comprehensive income for the year is all attributable to the owners of the parent company.
ORISEC (HOLDINGS) LIMITED
GROUP BALANCE SHEET
AS AT
26 MARCH 2025
26 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
2,052,454
1,995,216
Current assets
Stocks
13
3,228,272
3,136,253
Debtors
14
2,624,831
1,819,898
Cash at bank and in hand
770,876
455,560
6,623,979
5,411,711
Creditors: amounts falling due within one year
15
(3,017,527)
(2,178,871)
Net current assets
3,606,452
3,232,840
Total assets less current liabilities
5,658,906
5,228,056
Creditors: amounts falling due after more than one year
16
(2,236)
(12,439)
Net assets
5,656,670
5,215,617
Capital and reserves
Called up share capital
20
8,159,044
8,459,044
Revaluation reserve
1,040,544
1,212,163
Profit and loss reserves
(3,542,918)
(4,455,590)
Total equity
5,656,670
5,215,617
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
Mr Jonathan David Green
Director
Company registration number 08660912 (England and Wales)
ORISEC (HOLDINGS) LIMITED
COMPANY BALANCE SHEET
AS AT 26 MARCH 2025
26 March 2025
- 11 -
Notes
£
£
£
£
Fixed assets
Investments
11
1
1
Current assets
Debtors
14
8,159,044
8,459,044
Creditors: amounts falling due within one year
15
(1)
(1)
Net current assets
8,159,043
8,459,043
Net assets
8,159,044
8,459,044
Capital and reserves
Called up share capital
20
8,159,044
8,459,044
As permitted by section 408 of the 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 £0 (2024 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
Mr Jonathan David Green
Director
Company registration number 08660912 (England and Wales)
ORISEC (HOLDINGS) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 26 MARCH 2025
- 12 -
Share capital
Revaluation reserve
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 29 March 2023
200
1,351,395
52,513
(4,953,655)
(3,549,547)
Period ended 26 March 2024:
Profit and total comprehensive income
-
-
-
358,833
358,833
Issue of share capital
20
8,458,844
-
-
-
8,458,844
Transfers
-
(139,232)
-
139,232
-
Other movements
-
-
(52,513)
-
(52,513)
Balance at 26 March 2024
8,459,044
1,212,163
-
(4,455,590)
5,215,617
Period ended 26 March 2025:
Profit and total comprehensive income
-
-
-
741,053
741,053
Redemption of shares
20
(300,000)
-
-
-
(300,000)
Transfers
-
(171,619)
-
171,619
-
Balance at 26 March 2025
8,159,044
1,040,544
-
(3,542,918)
5,215,617
ORISEC (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 26 MARCH 2025
- 13 -
Share capital
Notes
£
Balance at 29 March 2023
200
Period ended 26 March 2024:
Profit and total comprehensive income for the period
-
Issue of share capital
20
8,458,844
Balance at 26 March 2024
8,459,044
Period ended 26 March 2025:
Profit and total comprehensive income
-
Redemption of shares
20
(300,000)
Balance at 26 March 2025
8,159,044
ORISEC (HOLDINGS) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 26 MARCH 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
998,187
901,554
Interest paid
(2,366)
Net cash inflow from operating activities
998,187
899,188
Investing activities
Purchase of tangible fixed assets
(317,688)
(405,055)
Net cash used in investing activities
(317,688)
(405,055)
Financing activities
Redemption of shares
(300,000)
Repayment of borrowings
-
(100,800)
Repayment of bank loans
(10,203)
(9,950)
Net cash used in financing activities
(310,203)
(110,750)
Net increase in cash and cash equivalents
370,296
383,383
Cash and cash equivalents at beginning of year
455,560
124,690
Effect of foreign exchange rates
(54,980)
(52,513)
Cash and cash equivalents at end of year
770,876
455,560
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 26 MARCH 2025
- 15 -
1
Accounting policies
Company information
Orisec (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 St. Crispin Way, Haslingden, Rossendale, Lancashire, BB4 4PW.
The group consists of Orisec (Holdings) Limited and all of its subsidiaries.
1.1
Basis of preparation
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.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of fixed assets at fair value. 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 given, 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. Investments in subsidiaries 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 Orisec (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 26 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.4
Going concern
The UK group has continued to increase turnover and profitability since the balance sheet date, which in turn is having a significant positive effect on the ability to generate cash.
Accordingly, at the time of approving the financial statements the directors are of the opinion that the UK group will remain viable for the foreseeable future and therefore these financial statements have been prepared on the going concern basis.
As disclosed in Note 9 to the financial statements, the directors took the strategic decision to dispose of the South African subsidiary. The transaction was completed in June 2025. This ensures total focus on the UK group which continues to expand and return profit.
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.
Turnover 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 turnover 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
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
10% Reducing balance
Fixtures, fittings & equipment
10% - 20% Reducing balance
Motor vehicles
10% 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.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.7
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 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.
1.8
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.
1.9
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.
1.10
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.
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.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
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.
1.11
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 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 tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
As lessee
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.
1.16
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.
The directors do not believe that there are any accounting policies that would be likely to produce materially different results should there be a change to the underlying judgements, estimates and assumptions.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 20 -
3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
UK
9,622,839
8,384,070
Rest of world
1,552,169
1,901,656
11,175,008
10,285,726
4
Operating profit
2025
2024
£
£
Operating profit for the period is stated after charging:
Exchange losses
52,815
-
Depreciation of owned tangible fixed assets
260,430
227,177
Operating lease charges
26,069
25,084
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,000
2,000
Audit of the financial statements of the company's subsidiaries
10,000
10,000
12,000
12,000
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
93
89
2
2
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
6
Employees
(Continued)
- 21 -
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,367,887
2,970,177
Pension costs
85,744
69,976
3,453,631
3,040,153
7
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
2,366
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
55,000
(91,000)
The actual charge/(credit) 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:
2025
2024
£
£
Profit before taxation
796,053
267,833
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
199,013
66,958
Tax effect of expenses that are not deductible in determining taxable profit
974
Unutilised tax losses carried forward
(131,759)
(17,407)
Permanent capital allowances in excess of depreciation
(12,254)
Research and development tax credit
(141,525)
Taxation charge/(credit)
55,000
(91,000)
The UK subsidiary has taxable losses of £4.2m available to carry forward and offset against future trading profits. A deferred tax asset has been recognised at a tax rate of 25% against the taxable profits that are expected to crystalise over the next four financial years.
No deferred tax asset has been recognised on taxable losses available in the South African subsidiary.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 22 -
9
Discontinued operations
Orisec South Africa (PTY) Limited
After the balance sheet date, the group agreed to dispose of its interest in Orisec South Africa (Pty) Limited for a consideration of £1.
The South African subsidiary has been loss making since incorporation and the group has invested heavily in order for it to grow. With the difficult market conditions in South Africa and the growth experienced with the UK side of the business, the directors made the strategic decision to dispose of the South African subsidiary to ensure total focus on the UK subsidiary, Orisec Limited, which continues to expand and return profit.
The directors have disclosed the results of the South African entity as a discontinued operation on the group income statement to provide clarity between the UK and South African divisional performance within the group over the past three financial periods.
The profit and loss has been disclosed on the income statement. The balance sheet of the South African entity as at 26 March 2025 is as follows:
Inventory £183,740
Trade debtors £211,990
Other debtors £191,034
Cash at bank £33,237
Trade creditors (£1,406,455)
Taxes due (£110,498)
Other creditors (£496,582)
Net liabilities (£1,393,534)
10
Tangible fixed assets
Group
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
Cost or valuation
At 27 March 2024
3,405,742
730,076
4,135,818
Additions
194,585
87,792
35,291
317,668
At 26 March 2025
3,600,327
817,868
35,291
4,453,486
Depreciation and impairment
At 27 March 2024
1,906,253
234,349
2,140,602
Depreciation charged in the year
178,286
77,855
4,289
260,430
At 26 March 2025
2,084,539
312,204
4,289
2,401,032
Carrying amount
At 26 March 2025
1,515,788
505,664
31,002
2,052,454
At 26 March 2024
1,499,489
495,727
1,995,216
The company had no tangible fixed assets at 26 March 2025 or 26 March 2024.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
10
Tangible fixed assets
(Continued)
- 23 -
On 15 November 2023, the plant, equipment fixtures and fittings were revalued by Eddisons Commercial Limited, a firm of chartered surveyors based in the United Kingdom.
The historic cost of the fixed assets held at valuation is £2,417,977 (2024 - £2,417,977). Cumulative depreciation charged on the historic cost of the assets is £2,056,971 (2024 - £2,018,867).
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
12
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 27 March 2024 and 26 March 2025
1
Carrying amount
At 26 March 2025
1
At 26 March 2024
1
12
Subsidiaries
Details of the company's subsidiaries at 26 March 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Orisec Limited
1 St. Crispin Way, Haslingden, Rossendale, England, BB4 4PW
Ordinary
100.00
-
Orisec South Africa (PTY) Limited
80 Schooner Avenue, Laser Park EXT 4, Roodepoort, 2170
Ordinary
-
100.00
13
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Work in progress
3,044,532
2,868,389
-
-
Finished goods and goods for resale
183,740
267,864
3,228,272
3,136,253
-
-
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 24 -
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,619,115
492,947
Other debtors
198,081
474,133
7,047
200
Prepayments and accrued income
130,635
120,818
1,947,831
1,087,898
7,047
200
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
8,151,997
8,458,844
Deferred tax asset (note 18)
677,000
732,000
677,000
732,000
8,151,997
8,458,844
Total debtors
2,624,831
1,819,898
8,159,044
8,459,044
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
17
10,000
10,000
Trade creditors
2,457,678
1,442,761
Other taxation and social security
452,657
668,456
-
-
Other creditors
29,292
Accruals and deferred income
67,900
57,654
1
1
3,017,527
2,178,871
1
1
16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
17
2,236
12,439
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 25 -
17
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
12,236
22,439
Payable within one year
10,000
10,000
Payable after one year
2,236
12,439
The bank loan is a loan provided under the bounce back loan scheme secured by the UK Government.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Assets
Assets
2025
2024
Group
£
£
Tax losses
677,000
732,000
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 27 March 2024
(732,000)
-
Charge to profit or loss
55,000
-
Asset at 26 March 2025
(677,000)
-
The deferred tax asset set out above is expected to reverse within 4 years and relates to the utilisation of tax losses against future expected profits of the same period.
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
85,744
69,976
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.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 26 -
20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 10p each
1,400
1,400
140
140
Ordinary B shares of 10p each
100
100
10
10
Ordinary C shares of 10p each
100
100
10
10
Ordinary D shares of 10p each
100
100
10
10
Ordinary E shares of 10p each
100
100
10
10
Ordinary F shares of 10p each
100
100
10
10
Ordinary G shares of 10p each
100
100
10
10
2,000
2,000
200
200
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable preference shares of £1 each
8,158,844
8,458,844
8,158,844
8,458,844
Preference shares classified as equity
8,158,844
8,458,844
Total equity share capital
8,159,044
8,459,044
The redeemable preference shares are redeemable at the discretion of either the company or the shareholder, Mr P C Stewart.
21
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases of £112,500 (2024 - £187,500).
22
Events after the reporting date
Subsequent to the balance sheet date, the group completed the sale of the South African subsidiary, Orisec South Africa (Pty) Limited by way of a sale to the local management team.
23
Controlling party
The group is under the control of Mr P C Stewart, by virtue of his controlling shareholding.
ORISEC (HOLDINGS) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 26 MARCH 2025
- 27 -
24
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
741,053
358,833
Adjustments for:
Taxation charged/(credited)
55,000
(91,000)
Finance costs
2,366
Depreciation and impairment of tangible fixed assets
260,430
227,177
Movements in working capital:
(Increase)/decrease in stocks
(92,019)
298,553
Increase in debtors
(804,933)
(385,109)
Increase in creditors
838,656
490,734
Cash generated from operations
998,187
901,554
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