The directors present the strategic report for the year ended 31 December 2025.
The company is the Holding Company for the following manufacturing: OSL Cutting Technologies Ltd, CQR Security Ltd and Owen Springs Ltd.
The Group's strategy remains to grow these businesses through investment, sales focus and acquisition. The Group continues to maintain a strong balance sheet, with underutilised financing options available for forward-looking investments.
2025 was a year of consolidation and recovery following the significant restructuring undertaken across the Group during 2024. Having absorbed approximately £1.4m of exceptional restructuring costs and a pre-tax loss of £2.3m in the prior year, the Directors are pleased to report that the Group's businesses returned to profitability during 2025 with a pre-tax profit of £1.4m and net debt reducing significantly in the period by £3.8m.
Within OSL Cutting Technologies, the move to a predominantly outsourced model — in place of in-house, UK-based production — together with the removal of certain low-margin OEM revenue lines, delivered a clear return to healthy profitability in 2025. Deliberate revenue consolidation continued, with a stronger bottom line developing as a result of revenue and cost-base consolidation.
CQR Security undertook a significant year of transformation, reshaping the organisation to position it for its next phase of development. Against a backdrop of subdued construction activity and continued competitive pressures, revenues reduced, reflecting the strategic divestiture of the Group's Irish subsidiary together with a continued focus on simplifying the product portfolio and concentrating resources on core markets and growth opportunities. The business continued to invest in product development and successfully introduced new product categories during the year. The exceptional restructuring costs arising from this transformation are set out under Exceptional items below.
Investment in strong management teams, decisive action and the commitment of employees underpinned continued strong control of working capital, supporting the reduction in external debt and a strengthened balance sheet. The Directors believe the Group is well positioned to benefit from the progress made during the year, with a strengthened organisational structure, ongoing product development and continued investment in key growth areas providing a strong foundation for future performance.
Exceptional items
The financial results for the year include a number of exceptional items, separately identified to provide a clearer view of the Group's underlying performance. These comprise exceptional income recognised at Group Holdings level and exceptional restructuring costs incurred principally at CQR Security.
Exceptional income: an exceptional gain was recognised at Group Holdings level on the sale of a small investment held in a customer during the year. The sale proceeds of this sale were £986k.
Exceptional restructuring costs: exceptional costs were incurred in connection with the reshaping of CQR Security's organisation, together with the completion of the wider Group restructuring of UK manufacturing operations. Total costs incurred in relation to this in 2025 were £1.2m.
Material and general market inflationary pressures continue to affect the group. The Group continues to contain and control these through developing lasting partnerships with its key suppliers.
Borrowing costs lowered through the year with reduction in interest rates and as part of the restructuring, a significant amount of external debt has now been paid down, aided by a strong push on activities supporting working capital reductions. Cash and the balance sheet of the Group remain strong, giving no concerns.
The principal operational risk of high-cost UK manufacturing on low-margin lines has been addressed across the Group through the move to a more outsourced model.
The Group is not dependent upon any single customer or supplier. The Group trades in foreign currencies, both Euro and US Dollar; currency fluctuation is managed centrally within the Group.
Group turnover reduced year on year, reflecting the cessation of low-margin OEM business, the divestiture of CQR's Irish subsidiary and deliberate revenue consolidation across the Group. Notwithstanding lower revenue, the actions taken delivered a significant improvement in profitability, and the Directors are satisfied with the direction of travel. New product lines and brand consolidation continued across the Group, providing a platform for growth opportunities in future years; the Group remains committed to new product development, with a number of further projects in flight.
The Company is aware of its impact on the environment and, in all its activities, considers the environmental impact of its decisions as it seeks to attain its business objectives. The Group maintains its ISO 14001 accreditation and its focus remains on operational efficiencies and growing revenue across its key channels.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £455,000 (2024: £558,000). The directors do not recommend the payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Hart Shaw LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
We have audited the financial statements of OSL Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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:
At the planning stage we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management, as required by auditing standards. The potential effect of any laws and regulation on the financial statements can vary considerably. There are laws and regulations that directly affect the financial statements (e.g. the Companies Act) as well as many other operational laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Owing to the size, nature and complexity of the organisation and the applicable laws and regulations to which it must adhere, the risk of material misstatement was deemed to be low, therefore the procedures performed by the audit team were limited to:
Communicating identified laws and regulations at planning throughout the audit team to remain alert to any indications of non-compliance throughout the audit.
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as non-compliance with laws and regulations.
Reviewing minutes of meetings of those charged with governance.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
We have assessed the overall susceptibility of the financial statements to material misstatement due to fraud. Management override is the most likely way in which fraud might present itself and is therefore inherently high risk on any audit. Management override, which may cause there to be a material misstatement within the financial statements, may present itself in a number of ways, for example:
Override of internal controls (e.g. segregation of duties)
Entering into transactions outside the normal course of business, especially with related parties
Fraudulent revenue recognition, including fictitious sales and sales being recorded in the wrong period
Presenting bias in accounting judgements and estimates, particularly the ones disclosed in note 2 to the financial statements.
In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:
Enquiries of management as to whether they had any knowledge of any actual or suspected fraud
Review of material journal entries made throughout the year as well as those made to prepare the financial statements
Reviewing the underlying rationale behind transactions in order to assess whether they were outside the normal course of business
Increased substantive testing across all material income streams
Assessing whether management’s judgements and estimates indicated potential bias, particularly those disclosed in note 2 to the financial statements
Reviewing minutes of meetings of charged with governance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected material misstatements in the financial statements, even though we have performed our audit in accordance with auditing standards. Furthermore, as with all audits, there is a higher risk of irregularities (especially those relating to fraud) being undetected, as these may involve the override of internal controls, collusion, intentional omissions and misrepresentations etc. We are not responsible for preventing non-compliance or fraud and therefore cannot be expected to detect all instances of such. Our audit was not designed to identify misstatements or other irregularities that would not be considered to be material to the financial statements. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
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.
Use of our 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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 £2,695,000 (2024- £1,414,000).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
OSL Group Holdings Limited (“the Company”) is a private company domiciled and incorporated in England and Wales and is limited by shares. The registered office is c/o OSL Cutting Technologies Ltd, Burgess Road, Attercliffe, Sheffield, S9 3WD.
The Group consists of OSL Group Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company OSL Group 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 December 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.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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.
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.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
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.
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 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, 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.
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.
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, 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 the profit and loss account 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.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
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.
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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group provides for stock in full when the stock levels held exceed 12 months usage. Actual outcomes could vary significantly from these estimates.
The following estimates also have an increased degree of estimation uncertainty, but are not expected to have a significant risk of of causing a material adjustment.
The group uses various labour and overhead absorption rates when calculating the standard cost for stock. The calculation is based on historical experiences and management estimates/assumptions. Actual outcomes could vary from these estimates.
Due to the restructuring of the company’s manufacturing operations, related fixed assets have been impaired to their recoverable amount. This has been estimated based on the information from valuers and offers received for the machinery after the year end.
An analysis of the group's turnover is as follows:
In current and previous year, the group restructured certain of its manufacturing operations, as part of a strategy to focus on sales and distribution. The assets relating to manufacturing were sold post year end and an impairment loss recognised in respect of their previous carrying amount. To the extent that employees could not be redeployed, redundancy terms were agreed.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 1).
As total directors' remuneration was less than £200,000 in the prior year, no disclosure is provided for that year.
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Investments are not listed and are held at cost less impairment as their fair value cannot be reliably determined. For details of the subsidiary undertakings see note 30.
Included in the above group figures is a stock provision of £1,403,000 (2024 - £1,437,000) to bring the value of stock to the lower of cost and net realisable value.
Included in trade debtors is an amount of £4,055,000 (2024 - £4,630,000) for the group and £nil (2024 - £nil) for the company which is subject to an invoice discounting agreement.
The obligations under finance leases are secured on the fixed assets to which the finance relates.
The obligations under finance leases are secured on the fixed assets to which the finance relates.
Included in bank overdrafts in the group is £1,838,000 (2024 - £2,750,000) which has been advanced under an invoice discounting arrangement and is secured over the debts to which the finance relates.
Included in bank overdrafts in the company is £43,000 (2024 - £830,000) which has been advanced as an overdraft facility. The group has a offset arrangement where interest is not paid unless there is an overdraft balance which cannot be offset against another group company. At the year end, there is a group overdraft balance of £43,000 (2024 - £nil) that is not eligible for the offset arrangement. All other overdraft balances across the group are eligible and therefore offset within cash at bank.
Included in bank loans is an amount advanced of £nil (2024 - £116,000). This loan was a Covid business interruption loan with an original amount advanced of £1,500,000 and with an interest rate of 1.99% above the base rate. Repayments were to be made in 50 equal monthly instalments commencing in March 2021. A one off lump sum of £465,000 was paid in the 2021 period, this reduced the value of the remaining repayments but had not altered the term of the loan.
Included in bank loans is an amount advanced of £168,000 (2024 - £693,000). This loan was to finance the purchase of a new subsidiary Securefast Limited with an original amount advanced of £2,000,000 and with an interest rate of 3.19% above the base rate. Repayments were to be made in 35 equal monthly instalments commencing in April 2022 followed by a final repayment to clear the loan,
Included in other loans is a loan which has been drawn down from the OSL pension fund with an annual interest rate of 2.5% above the Bank of England base rate over a term of 60 months. The principal amount drawn was £750,000, the loan is secured over the stock holding of subsidiary company, Owen Springs Limited. The loan outstanding at the year end is £nil (2024 - £638,500).
The loans are secured by a fixed and floating charge over all assets of both the company and the group. The Covid business interruption loan is partially guaranteed by the UK government.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The obligations under finance leases are secured on the tangible fixed assets of the group.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax asset above relates predominantly to tax losses net of accelerated capital allowances. The tax losses are expected to reverse within 3 years. The accelerated capital allowances are expected to reverse within 10 years and relates to fixed assets that are expected to depreciate within the same period.
It is group policy for the company to be non profit making and so the deferred tax asset has not been recognised within the company. This is however expected to be recoverable across the group. The company has carried forward tax losses of approximately £485,000 (2024 - £1,300,000).
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.
The different share classes of the company rank pari passu save as otherwise stated below:
Voting
The A and D shares carry a right to vote.
The B, G, H and I shares carry no right to vote.
Capital
Upon winding up all share classes rank equally with regards to the repayment of the nominal value of the shares. Following the payment of the nominal value, classes A and D shall have preferential rights to the first £5,000,000 as if they constituted one class of share. Any further amount will then be paid to the A, B, D, G, H, and I shareholders as if they constituted one class of share.
Upon sale or transfer drag and tag along rights exist affecting all share classes.
Dividends
All share classes may have a right to a dividend by ordinary resolution, subject to a maximum approved by the directors. No share classes have a preferential or fixed right to income.
Further details of the rights, preferences and restrictions attaching to the different classes of shares are available in the articles of association.
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:
The company has given an unlimited cross guarantee in favour of Barclays in respect of bank borrowings of fellow group companies. The outstanding borrowings of these companies at 31 December 2025 were £1,838,000 (2024 - £2,750,0000)
The company has given an unlimited guarantee over all outstanding liabilities for the companies that is has claimed the audit exemption for under s479, see note 30.
During the year an incident at a subsidiary was report to the Health and Safety Executive (HSE) who opened an investigation and subsequently issued an improvement notice. The company took action to mitigate the breach noted and HSE have acknowledged that the notice has been complied with. However, as HSE’s enquiry is still ongoing there is still a risk that a fine may be issued to the company. The range of potential fines is broad, but commensurate to the size of the company, the directors intend to fully co-operate with HSE.
The remuneration of key management personnel is as follows.
The directors consider the key management personnel of the company and group to only include the directors.
During the year, the company and group entered into the following related party transactions:
Included within other operating income is £50,000 (£16,667) for directors services as a non-executive director
for a company in which one of the directors has significant influence.
During the year the group made payments of £nil (2024 - £24,000) for the university fees of a shareholder.
During the year the group entered into the following transactions with The OSL Pension Fund, of which some of the directors are trustees:
Rent of £113,000 (2024 - £158,000) was paid to the pension fund.
At the balance sheet date, an amount of £32,000 (2024 - £181,000) was owed to the pension fund in relation to these rents. The balance is unsecured, interest-free and repayable under normal trading terms, although the pension fund did grant the group a 12 month payment holiday in the previous year.
At the balance sheet date a loan payable to the pension fund was outstanding of £nil (2024 - £638,000). See note 21 for loan terms.
During the year interest was paid to the pension fund with a value of £27,000 (2024 - £42,000).
The company has taken advantage of the exemptions allowed by FRS 102 section 33.1A and has not disclosed transactions with fellow group companies.
On 2 April 2026 the group was acquired and became wholly owned by OSL Capital Limited. The consideration for the acquisition was funded by the issue of £14.9m of loan notes, as a shareholder loan, the loan notes are unsecured, non-interest bearing and are repayable over a 10 year period. The remainder of the consideration (£6.4m) was settled by way of share for share exchange.
OSL Capital Limited is a company under the control of M Grey who is the ultimate controlling party from this date.
Details of the company's subsidiaries at 31 December 2025 are as follows:
*** Subsidiary undertaking claimed exemption from audit under s479A Companies Act 2006
All subsidiaries have been consolidated using the acquisition method in the parent company.
As the subsidiaries are not listed, the investments are held at cost less impairment as their fair values cannot be reliably determined.
Dividends of £455,000 (2024 - £558,000) were paid to directors of the company or their family members. At the year end £56,000 (2024 - £50,000) of these dividends are unpaid and are included as a creditor. Included in other debtors are amounts due from the Directors of £nil (2024 - £678).