Company registration number 07348400 (England and Wales)
ORTHENE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
ORTHENE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
C J Ker
L Ker
Company number
07348400
Registered office
Unit 13
South Harrow Industrial Estate
Brember Road
Harrow
Middlesex
HA2 8UJ
Auditor
Moore NHC Audit Limited
East Wing
Goffs Oak House
Goffs Lane
Goffs Oak
Hertfordshire
EN7 5GE
ORTHENE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
ORTHENE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Review of the business

We were pleased to see revenue increase by 11.07% to £43.5m.

 The principal activities of the Company continue to be the supply and packaging of automotive brake fluids. The business continues to support its multi-year programme of investment including capital expenditure (£432k for the year) and upskilling production and management staff .

Principal risks and uncertainties

The principal risks to the company remain global supply shortages and sudden price increases in raw material, and the global logistics environment.

 

Even so, the company feels confident that the systems and procedures are in place to manage these risks and look forward to year-on-year growth.

Key performance indicators

The operating profit of £30,947 is down on the prior year amount of £834,116.

 

Sales for the year have increased by 11.07% to £43,471,475

On behalf of the board

L Ker
Director
19 December 2025
ORTHENE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company and group continued to be that of the manufacturing and sale of brake fluid.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £1,328,591. 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:

C J Ker
L Ker
Auditor

Moore NHC Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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.

On behalf of the board
L Ker
Director
19 December 2025
ORTHENE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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

 

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

 

 

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

ORTHENE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ORTHENE HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Orthene Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

ORTHENE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTHENE HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and

maintain professional scepticism throughout the audit. We also:

 

• 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. 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.

 

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s or the parent company’s internal control.

 

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

ORTHENE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTHENE HOLDINGS LIMITED
- 6 -

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

 

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

 

 

 

Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

 

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.

ORTHENE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ORTHENE HOLDINGS LIMITED
- 7 -

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.

Francis Corbishley
Senior Statutory Auditor
For and on behalf of
24 December 2025
Moore NHC Audit Limited
Chartered Accountants
Statutory Auditor
East Wing
Goffs Oak House
Goffs Lane
Goffs Oak
Hertfordshire
EN7 5GE
ORTHENE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
43,471,475
39,138,699
Cost of sales
(33,825,790)
(30,698,839)
Gross profit
9,645,685
8,439,860
Administrative expenses
(9,614,738)
(7,605,744)
Operating profit
4
30,947
834,116
Interest receivable and similar income
8
42,967
26,325
Interest payable and similar expenses
9
(80,120)
(37,904)
(Loss)/profit before taxation
(6,206)
822,537
Tax on (loss)/profit
11
82,457
(573,403)
Profit for the financial year
23
76,251
249,134
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ORTHENE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
97,368
136,365
Tangible assets
13
4,869,863
5,305,272
4,967,231
5,441,637
Current assets
Stocks
16
1,630,083
2,548,949
Debtors
17
8,132,357
8,380,048
Cash at bank and in hand
1,452,089
1,424,152
11,214,529
12,353,149
Creditors: amounts falling due within one year
18
(8,090,735)
(8,296,066)
Net current assets
3,123,794
4,057,083
Total assets less current liabilities
8,091,025
9,498,720
Creditors: amounts falling due after more than one year
19
(77,139)
(134,471)
Provisions for liabilities
Deferred tax liability
20
282,448
380,471
(282,448)
(380,471)
Net assets
7,731,438
8,983,778
Capital and reserves
Called up share capital
22
920,301
920,301
Capital redemption reserve
23
280,050
280,050
Other reserves
23
(72)
(72)
Profit and loss reserves
23
6,531,159
7,783,499
Total equity
7,731,438
8,983,778
The financial statements were approved by the board of directors and authorised for issue on 19 December 2025 and are signed on its behalf by:
19 December 2025
L  Ker
Director
Company registration number 07348400 (England and Wales)
ORTHENE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
1,289,575
1,303,149
Investments
14
1,293
1,293
1,290,868
1,304,442
Current assets
Debtors
17
1,079,871
407,236
Cash at bank and in hand
1,403
327,273
1,081,274
734,509
Creditors: amounts falling due within one year
18
(64,511)
(82,663)
Net current assets
1,016,763
651,846
Net assets
2,307,631
1,956,288
Capital and reserves
Called up share capital
22
920,301
920,301
Capital redemption reserve
23
280,050
280,050
Profit and loss reserves
23
1,107,280
755,937
Total equity
2,307,631
1,956,288

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,679,933 (2024 - £953,744 profit).

The financial statements were approved by the board of directors and authorised for issue on 19 December 2025 and are signed on its behalf by:
19 December 2025
L  Ker
Director
Company registration number 07348400 (England and Wales)
ORTHENE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Capital redemption reserve
Foreign exchange reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2023
950,291
250,050
(72)
9,050,778
10,251,047
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
249,134
249,134
Issue of share capital
22
10
-
-
-
10
Dividends
10
-
-
-
(1,516,413)
(1,516,413)
Other movements
(30,000)
30,000
-
-
-
Balance at 31 March 2024
920,301
280,050
(72)
7,783,499
8,983,778
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
76,251
76,251
Dividends
10
-
-
-
(1,328,591)
(1,328,591)
Balance at 31 March 2025
920,301
280,050
(72)
6,531,159
7,731,438
ORTHENE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
950,301
250,050
1,318,606
2,518,957
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
953,744
953,744
Dividends
10
-
-
(1,516,413)
(1,516,413)
Other movements
(30,000)
30,000
-
-
Balance at 31 March 2024
920,301
280,050
755,937
1,956,288
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
1,679,934
1,679,934
Dividends
10
-
-
(1,328,591)
(1,328,591)
Balance at 31 March 2025
920,301
280,050
1,107,280
2,307,631
ORTHENE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
2,060,712
3,246,911
Interest paid
(80,120)
(37,904)
Income taxes paid
(332,804)
(169,109)
Net cash inflow from operating activities
1,647,788
3,039,898
Investing activities
Purchase of intangible assets
(14,974)
(107,330)
Proceeds from disposal of intangibles
2,942
(48,756)
Purchase of tangible fixed assets
(417,196)
(573,304)
Proceeds from disposal of tangible fixed assets
51,025
68,856
Repayment of loans
162,171
(628)
Interest received
42,967
26,325
Net cash used in investing activities
(173,065)
(634,837)
Financing activities
Payment of finance leases obligations
(118,195)
14,557
Dividends paid to equity shareholders
(1,328,591)
(1,516,413)
Net cash used in financing activities
(1,446,786)
(1,501,856)
Net increase in cash and cash equivalents
27,937
903,205
Cash and cash equivalents at beginning of year
1,424,152
502,948
Cash and cash equivalents at end of year
1,452,089
1,424,152
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information

Orthene Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Brember Road, South Harrow Industrial Estate, Harrow, Middlesex, HA2 8UJ.

 

The group consists of Orthene Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets 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. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

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

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Orthene 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 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -

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.

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

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

 

 

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

1.8
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.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings
2% straight line
Leasehold improvements
20% straight line
Plant and equipment
10% straight line
Fixtures and fittings
25% straight line
Computers
25% straight line
Motor vehicles
20% straight line

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
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.

1.12
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.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
1.13
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.

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
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.

1.15
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.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
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.

1.16
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.

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

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.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
43,471,475
39,138,699
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
6,679,670
5,198,494
Rest of Europe
22,139,601
22,824,367
Rest of the World
14,652,204
11,115,838
43,471,475
39,138,699
2025
2024
£
£
Other revenue
Interest income
42,967
26,325
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
90,270
162,255
Research and development costs
31,228
42,719
Depreciation of owned tangible fixed assets
809,988
815,472
Profit on disposal of tangible fixed assets
(8,408)
(4,724)
Amortisation of intangible assets
51,029
22,876
Operating lease charges
259,933
236,560
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
9,000
7,500
Audit of the financial statements of the company's subsidiaries
28,000
22,500
37,000
30,000
For other services
Taxation compliance services
7,900
5,500
All other non-audit services
11,000
9,250
18,900
14,750
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
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
76
69
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,106,445
5,184,921
-
0
-
0
Social security costs
610,535
444,291
-
-
Pension costs
81,152
69,775
-
0
-
0
6,798,132
5,698,987
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,024,611
836,051
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
356,794
270,480
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
29,683
26,325
Other interest income
13,284
-
Total income
42,967
26,325
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
8
Interest receivable and similar income
(Continued)
- 23 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
29,683
26,325
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
4,862
-
Interest on invoice finance arrangements
51,301
-
0
56,163
-
Other finance costs:
Interest on finance leases and hire purchase contracts
22,979
35,387
Other interest
978
2,517
Total finance costs
80,120
37,904
10
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
1,328,591
1,516,413
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
209,327
474,800
Adjustments in respect of prior periods
(193,761)
(7,748)
Total current tax
15,566
467,052
Deferred tax
Origination and reversal of timing differences
(98,023)
106,351
Total tax (credit)/charge
(82,457)
573,403
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Taxation
(Continued)
- 24 -

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

2025
2024
£
£
(Loss)/profit before taxation
(6,206)
822,537
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(1,552)
205,634
Tax effect of expenses that are not deductible in determining taxable profit
35,908
29,474
Unutilised tax losses carried forward
-
0
156,295
Adjustments in respect of prior years
(193,761)
-
0
Permanent capital allowances in excess of depreciation
93,035
71,032
Deferred tax
(98,023)
106,351
Other timining differences
81,936
4,617
Taxation (credit)/charge
(82,457)
573,403
12
Intangible fixed assets
Group
Software
Patents & licences
Total
£
£
£
Cost
At 1 April 2024
156,086
3,279
159,365
Additions
14,974
-
0
14,974
Disposals
-
0
(3,279)
(3,279)
At 31 March 2025
171,060
-
0
171,060
Amortisation and impairment
At 1 April 2024
22,663
337
23,000
Amortisation charged for the year
51,029
-
0
51,029
Disposals
-
0
(337)
(337)
At 31 March 2025
73,692
-
0
73,692
Carrying amount
At 31 March 2025
97,368
-
0
97,368
At 31 March 2024
133,423
2,942
136,365
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
13
Tangible fixed assets
Group
Freehold buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2024
2,846,636
2,550,222
4,079,208
1,164,886
675,046
11,315,998
Additions
-
0
80,197
274,017
62,982
-
0
417,196
Disposals
-
0
-
0
-
0
-
0
(128,945)
(128,945)
At 31 March 2025
2,846,636
2,630,419
4,353,225
1,227,868
546,101
11,604,249
Depreciation and impairment
At 1 April 2024
757,023
1,401,351
2,773,365
864,433
214,554
6,010,726
Depreciation charged in the year
45,605
458,660
69,297
102,957
133,469
809,988
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(86,328)
(86,328)
At 31 March 2025
802,628
1,860,011
2,842,662
967,390
261,695
6,734,386
Carrying amount
At 31 March 2025
2,044,008
770,408
1,510,563
260,478
284,406
4,869,863
At 31 March 2024
2,089,613
1,148,871
1,305,843
300,453
460,492
5,305,272
Company
Freehold buildings
£
Cost
At 1 April 2024 and 31 March 2025
1,357,445
Depreciation and impairment
At 1 April 2024
54,296
Depreciation charged in the year
13,574
At 31 March 2025
67,870
Carrying amount
At 31 March 2025
1,289,575
At 31 March 2024
1,303,149
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
13
Tangible fixed assets
(Continued)
- 26 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
281,126
650,948
-
0
-
0
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,293
1,293
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024 and 31 March 2025
1,293
Carrying amount
At 31 March 2025
1,293
At 31 March 2024
1,293
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Orthene Chemicals Limited
Brember Road, South Harrow Industrial Estate, Harrow, Middlesex, HA2 8UJ
Ordinary
100.00
-
Orthene Chemicals NL BV
Hofplein 20, 3032AC Rotterdam
Ordinary
100.00
-
Halo Global Holdings Limited
Unit 6, Brember Road, South Harrow Industrial Estate, Harrow, Middlesex, HA2 8UJBrember Road, South
Ordinary
100.00
-
Halo Global Limited
Unit 6, Brember Road, South Harrow Industrial Estate, Harrow, Middlesex, HA2 8UJ
Ordinary
0
100.00
Halo US Holdings Inc
108 Lakeland Ave., Dover, Kent County, Delaware 19901
Ordinary
0
100.00
Halo USA LLC
176 Mine Lake Ct. Ste, 100, Raleigh, Wake County, North Carolina, 27615
Ordinary
0
100.00
Orthene Inc
3500 South Dupont highway, Dover, DE, 19901
Ordinary
100.00
-
Orthene USA LLC
400 Rella Boulevard, Suite 165, Suffern, New York, 10901
Ordinary
0
100.00
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
15
Subsidiaries
(Continued)
- 27 -

Orthene Inc and Orthene USA LLC were dormant during the year.

16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
1,630,083
2,548,949
-
0
-
0
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,250,339
7,291,910
-
0
-
0
Corporation tax recoverable
54,521
54,521
54,521
54,521
Amounts owed by group undertakings
-
-
1,025,348
161,169
Other debtors
707,346
816,247
2
191,546
Prepayments and accrued income
120,151
217,370
-
0
-
0
8,132,357
8,380,048
1,079,871
407,236
18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
141,873
202,736
-
0
-
0
Trade creditors
5,414,338
5,477,383
-
0
-
0
Corporation tax payable
104,782
422,020
55,511
76,663
Other taxation and social security
415,996
164,590
-
-
Other creditors
362,369
1,517,960
-
0
-
0
Accruals and deferred income
1,651,377
511,377
9,000
6,000
8,090,735
8,296,066
64,511
82,663

Obligations held under finance leases and hire purchase contracts are secured against the assets they relate.

 

The facilities provided to the group by Barclays Bank Plc are secured by way of a legal charge over the properties , 5 Brember Road and 13a Brember Road, Harrow.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
77,139
134,471
-
0
-
0

Obligations held under finance leases and hire purchase contracts are secured against the assets they relate.

20
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
292,423
391,414
Retirement benefit obligations
(847)
(2,565)
General provision
(9,128)
(8,378)
282,448
380,471
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
380,471
-
Credit to profit or loss
(98,023)
-
Liability at 31 March 2025
282,448
-

 

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
81,152
69,775

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.

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
Ordinary C shares of £1 each
116
116
116
116
Ordinary D shares of £1 each
25
25
25
25
Ordinary E shares of £1 each
135
135
135
135
Ordinary F shares of £1 each
24
24
24
24
301
301
301
301
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
920,000
920,000
920,000
920,000
Preference shares classified as equity
920,000
920,000
Total equity share capital
920,301
920,301

 

 

 

 

ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 30 -
23
Reserves
Profit and loss reserves

The profit and loss accounts reflect the accumulation of all prior year and current year profits, less any dividends paid.

 

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the company's own shares.

 

Foreign exchange reserve

The foreign exchange reserve represents the effect of retranslation of investments in overseas subsidiaries.

24
Financial commitments, guarantees and contingent liabilities

The group's bankers have given a bond in the sum of £10,000 (2024: £10,000) to HM Revenue and Customs, to guarantee payments of deferred VAT on the importation of goods.

 

The group's bankers have given a bond in the sum of £15,000 (2024: £15,000) to the Ministry of Finance in Belgium to cover any VAT liability in that country.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
75,202
121,338
-
-
Between two and five years
21,841
116,213
-
-
97,043
237,551
-
-
26
Events after the reporting date

On the 14 July 2025, the company redeemed 920,000 Preference Shares of £1.00.

28
Directors' transactions

Interest free loans have been granted by the group to its directors as follows:

Description
% Rate
Opening balance
Amounts repaid
Closing balance
£
£
£
Director's loan account
-
161,544
(161,544)
-
161,544
(161,544)
-
ORTHENE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
29
Controlling party

Orthene Holdings Limited is controlled by the family of C J Ker, a director of the Company.

30
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
76,251
249,134
Adjustments for:
Taxation (credited)/charged
(82,457)
573,403
Finance costs
80,120
37,904
Investment income
(42,967)
(26,325)
Gain on disposal of tangible fixed assets
(8,408)
(4,724)
Amortisation and impairment of intangible assets
51,029
22,876
Depreciation and impairment of tangible fixed assets
809,988
815,472
Movements in working capital:
Decrease/(increase) in stocks
918,866
(547,411)
Decrease/(increase) in debtors
85,520
(76,360)
Increase in creditors
172,770
2,202,942
Cash generated from operations
2,060,712
3,246,911
31
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
1,424,152
27,937
1,452,089
Obligations under finance leases
(337,207)
118,195
(219,012)
1,086,945
146,132
1,233,077
32
Analysis of changes in net funds - company
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
327,273
(325,870)
1,403
2025-03-312024-04-01falsefalseCCH SoftwareCCH Accounts Production 2025.300C J KerL 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