Registered number: 13877732
FOR THE YEAR ENDED 31 DECEMBER 2025
ORBUS CAPITAL LIMITED
COMPANY INFORMATION
ORBUS CAPITAL LIMITED
CONTENTS
ORBUS CAPITAL LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
Orbus Capital Limited is the parent company of the Cognite group of companies. Through its operating subsidiaries in the UK, Switzerland and the US, the Group provides healthcare strategy, medical affairs and scientific communications services to global pharmaceutical, biotechnology and healthcare clients.
The Group's activities are centred on supporting the development, communication and successful adoption of transformative medicines and the highly complex diseases they treat.
The Group supports a diversified portfolio of global pharmaceutical, biotechnology and healthcare clients and continues to focus on delivering strategic growth, operational excellence and long-term value creation. Its international operating structure enables it to serve clients across multiple geographies whilst providing access to specialist healthcare expertise and local market capabilities.
The Group's activities are centred on supporting the development, communication and successful adoption of transformative medicines and the highly complex diseases they treat.
The Group supports a diversified portfolio of global pharmaceutical, biotechnology and healthcare clients and continues to focus on delivering strategic growth, operational excellence and long-term value creation. Its international operating structure enables it to serve clients across multiple geographies whilst providing access to specialist healthcare expertise and local market capabilities.
The Group delivered strong revenue growth during 2025, with turnover increasing from £11.8 million to £18.5 million, representing growth of approximately 56%. Revenue growth was driven by increased client demand, expansion of international operations in the US and the continued development of integrated service offerings across the Group. Revenue generated outside the UK represented the majority of Group turnover, reflecting the global nature of the business and its client relationships.
2025 represented a year of significant strategic progress for the Group. Strong revenue growth was achieved alongside continued investment in people, operational infrastructure and international capabilities. The Group further strengthened its position as a specialist healthcare strategy and communications platform serving global pharmaceutical, biotechnology and healthcare clients. The directors believe that the combination of increasing scale, international diversification and specialist expertise provides a strong foundation for future value creation and long-term sustainable growth.
The Group continued to invest significantly in its people, infrastructure and operating capabilities during the year. Average employee numbers increased from 57 to 82 employees across the Group. These investments support future growth opportunities and strengthen the Group's ability to provide specialist services to global healthcare clients.
The statutory result for the year reflects continued investment in growth initiatives, non-cash amortisation charges associated with goodwill and customer relationship assets recognised following historic acquisitions, and financing costs arising from the Group's acquisition and capital structure. The directors continue to monitor operational performance, cash generation and strategic development initiatives and remain satisfied with the Group's long-term prospects.
The Group generated positive operating cash inflows of £2.5 million during the year and continues to maintain established client relationships, recognised market expertise and a strong international presence.
The directors remain confident in the long-term prospects of the Group, supported by strong client relationships, an experienced leadership team, a highly skilled employee base and a growing international presence across key healthcare markets.
2025 represented a year of significant strategic progress for the Group. Strong revenue growth was achieved alongside continued investment in people, operational infrastructure and international capabilities. The Group further strengthened its position as a specialist healthcare strategy and communications platform serving global pharmaceutical, biotechnology and healthcare clients. The directors believe that the combination of increasing scale, international diversification and specialist expertise provides a strong foundation for future value creation and long-term sustainable growth.
The Group continued to invest significantly in its people, infrastructure and operating capabilities during the year. Average employee numbers increased from 57 to 82 employees across the Group. These investments support future growth opportunities and strengthen the Group's ability to provide specialist services to global healthcare clients.
The statutory result for the year reflects continued investment in growth initiatives, non-cash amortisation charges associated with goodwill and customer relationship assets recognised following historic acquisitions, and financing costs arising from the Group's acquisition and capital structure. The directors continue to monitor operational performance, cash generation and strategic development initiatives and remain satisfied with the Group's long-term prospects.
The Group generated positive operating cash inflows of £2.5 million during the year and continues to maintain established client relationships, recognised market expertise and a strong international presence.
The directors remain confident in the long-term prospects of the Group, supported by strong client relationships, an experienced leadership team, a highly skilled employee base and a growing international presence across key healthcare markets.
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ORBUS CAPITAL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group operates in a highly specialised and competitive sector. The principal risks and uncertainties that may impact future performance include:
Recruitment and retention of talent
The Group's success depends upon attracting, developing and retaining highly qualified strategic, scientific and communications professionals. The Group seeks to mitigate this risk through competitive remuneration, professional development opportunities and employee engagement initiatives.
Economic and market conditions
Changes in healthcare sector investment, pharmaceutical industry spending patterns and broader economic conditions may impact client demand and timing of project activity. The Group continually monitors market developments and maintains a diversified service offering.
Foreign exchange risk
A significant proportion of the Group's revenue is generated outside the UK. Exchange rate movements may affect reported financial performance and cash flows. The Group actively monitors foreign currency exposures and maintains appropriate treasury and risk management procedures.
Regulatory and compliance risk
The Group operates within highly regulated healthcare markets and must comply with applicable industry, legal and regulatory requirements. Appropriate governance, review and quality assurance procedures are maintained to support compliance.
Technology and cyber security risk
The effective operation of the business depends on secure information systems and the protection of confidential client and business information. The Group continues to invest in technology infrastructure, cyber security measures and employee training to mitigate these risks.
Recruitment and retention of talent
The Group's success depends upon attracting, developing and retaining highly qualified strategic, scientific and communications professionals. The Group seeks to mitigate this risk through competitive remuneration, professional development opportunities and employee engagement initiatives.
Economic and market conditions
Changes in healthcare sector investment, pharmaceutical industry spending patterns and broader economic conditions may impact client demand and timing of project activity. The Group continually monitors market developments and maintains a diversified service offering.
Foreign exchange risk
A significant proportion of the Group's revenue is generated outside the UK. Exchange rate movements may affect reported financial performance and cash flows. The Group actively monitors foreign currency exposures and maintains appropriate treasury and risk management procedures.
Regulatory and compliance risk
The Group operates within highly regulated healthcare markets and must comply with applicable industry, legal and regulatory requirements. Appropriate governance, review and quality assurance procedures are maintained to support compliance.
Technology and cyber security risk
The effective operation of the business depends on secure information systems and the protection of confidential client and business information. The Group continues to invest in technology infrastructure, cyber security measures and employee training to mitigate these risks.
The Board focuses on revenue growth, operating cash generation, international expansion and strategic investment in people and capabilities as key indicators of Group performance.
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ORBUS CAPITAL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group monitors a range of non-financial indicators, including:
∙Employee engagement, recruitment and retention.
∙Client relationship development and resulting expanded business.
∙Delivery quality and project performance.
∙International revenue generation.
∙Compliance and risk management outcomes.
The Group remains committed to building a sustainable platform for long-term growth through investment in people, operational excellence and client service quality. Continued expansion across international markets and strong client demand provide a platform for future development.
This report was approved by the board and signed on its behalf.
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ORBUS CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £4,860,994 (2024 - loss £3,679,523).
No dividend were declared or paid during the year (2024: £Nil).
The directors who served during the year were:
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ORBUS CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ORBUS CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORBUS CAPITAL LIMITED
We have audited the financial statements of Orbus Capital Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated and Company Statement of Changes in Equity and the related notes, 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 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 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.
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ORBUS CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORBUS CAPITAL LIMITED (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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ORBUS CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORBUS CAPITAL LIMITED (CONTINUED)
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 Group 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:
• Testing the financial statement disclosures to supporting documentation, performing substantive testing
on account balances which were considered to be of greater susceptibility to fraud;
• Performing targeted journal entry testing based on identified characteristics that the audit team consider considered to be indicative of fraud;
• Critically assessing areas of the financial statements which include judgement and estimates, as set out in note 3 of the financial statements;
• We obtained an understanding of the legal and regulatory frameworks applicable to the company and
determined that the most significant frameworks which are directly relevant to specific assertions in the
financial statements are those that relate to the reporting framework, the Companies Act 2006 and relevant tax compliance regulations; and
• We understood how the company is complying with those frameworks by making enquiries of
management and those responsible for legal and compliance procedures. We corroborated our enquiries
through our review of board minutes and other corroborating evidence.
on account balances which were considered to be of greater susceptibility to fraud;
• Performing targeted journal entry testing based on identified characteristics that the audit team consider considered to be indicative of fraud;
• Critically assessing areas of the financial statements which include judgement and estimates, as set out in note 3 of the financial statements;
• We obtained an understanding of the legal and regulatory frameworks applicable to the company and
determined that the most significant frameworks which are directly relevant to specific assertions in the
financial statements are those that relate to the reporting framework, the Companies Act 2006 and relevant tax compliance regulations; and
• We understood how the company is complying with those frameworks by making enquiries of
management and those responsible for legal and compliance procedures. We corroborated our enquiries
through our review of board minutes and other corroborating evidence.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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ORBUS CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORBUS CAPITAL LIMITED (CONTINUED)
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.
For and on behalf of MHA, Statutory Auditor
London, United Kingdom
Date:
London, United Kingdom
Date:
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
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ORBUS CAPITAL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
REGISTERED NUMBER: 13877732
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
REGISTERED NUMBER: 13877732
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 37 form part of these financial statements.
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ORBUS CAPITAL LIMITED
REGISTERED NUMBER: 13877732
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 37 form part of these financial statements.
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ORBUS CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Orbus Capital Limited ("the Company") is a private company limited by shares, incorporated in England and Wales under the Companies Act.
The registered number and address of the registered office are given in the Company information.
The nature of the Group and Company's operations and its principal activities are set out in the Group Directors' Report on page 1.
The registered number and address of the registered office are given in the Company information.
The nature of the Group and Company's operations and its principal activities are set out in the Group Directors' Report on page 1.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The financial statements have been prepared using the going concern basis of accounting. The directors continually monitor the ability of the Group to continue to operate as a going concern.
As at 31 December 2025, the Group had cash resources of £1,064,463 (2024: £3,679,209) and had net current liabilities of £8,650,016 (2024: £4,446,300). In the year ended to 31 December 2025, the Group has incurred losses amounting to £4,860,994 (2024: £3,679,523).
The Company’s forecasts and projections, taking into account the reasonable possibility of changes in trading performance, show that the Company is able to operate within the level of its current resources, which is supported by trading in the period since the year-end when measured against both the prior period and associated budgets which have been set. The Company's cash resources have increased from the amount 31 December 2025 to the date of signing.
As at 31 December 2025, the Group had cash resources of £1,064,463 (2024: £3,679,209) and had net current liabilities of £8,650,016 (2024: £4,446,300). In the year ended to 31 December 2025, the Group has incurred losses amounting to £4,860,994 (2024: £3,679,523).
The Company’s forecasts and projections, taking into account the reasonable possibility of changes in trading performance, show that the Company is able to operate within the level of its current resources, which is supported by trading in the period since the year-end when measured against both the prior period and associated budgets which have been set. The Company's cash resources have increased from the amount 31 December 2025 to the date of signing.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Business combination, Goodwill and Customer lists.
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
As a result of business combination, customer lists is recognised separately as an intangible asset.
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Goodwill and customer lists are assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.
Computer software
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
As a result of business combination, customer lists is recognised separately as an intangible asset.
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Goodwill and customer lists are assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.
Computer software
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. Amortisation is charged on a straight line basis over their estimated useful life as follows:
Customer Lists - 10 years
Goodwill - 10 years
Computer software - 10 years
Customer Lists - 10 years
Goodwill - 10 years
Computer software - 10 years
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Preference shares, which result in fixed returns to the holder or are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in the statement of comprehensive income as finance cost.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related results.
The following judgements (including key areas of estimation of uncertainty) have had the most significant effect on amounts recognised in the financial statements:
Timing of revenue recognition
The Group enters into some project based work, and revenue is only recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.
Useful life of fixed assets
In making decisions regarding the depreciation of fixed assets, directors must estimate the useful life of said assets to the business. A change in estimate would result in a change in the depreciation charges to the statement of comprehensive income in each year.
Fair value of net assets acquired as part of business combination
Management uses judgement and estimation when determining the fair values of certain assets and liabilities acquired in a business combination.
Impairment of goodwill, customer lists and other intangible assets
The Group determine whether goodwill and Customer lists are permanently impaired on an annual basis or otherwise when changes in events or situations indicate that the carrying value may not be recoverbale. This required an estimation of the recoverable amount of the cash-generating unit to which the assets are allocated. Estimating the value-in-use requires the Group to make an estimate of the future cashflows from the cash generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
Goodwill and customer lists are amortised over a useful life of 10 years.
Rebate provision
In preparing the financial statements, the directors have exercised judgement in determining whether a provision is required for rebates payable to customers. This judgement involves assessing whether the conditions for recognising a present obligation have been met at the reporting date, taking into account the terms of customer agreements and the pattern of historical rebate claims.
The directors consider whether it is probable that rebate thresholds will be achieved and whether sufficient evidence exists at the year end to support recognition of an obligation. Where the position is uncertain, the directors use the best information available at the reporting date to determine whether a provision is appropriate.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 32
ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 33
ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 34
ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 35
ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year, 1,300 Ordinary C shares were issued at £0.01 each, with a share premium of £23,551 arising on the issue.
During the year, 1,900 Ordinary B shares were issued at £0.01 each, with a share premium of £34,524 arising on the issue.
During the year, 1,900 Ordinary B shares were issued at £0.01 each, with a share premium of £34,524 arising on the issue.
Share premium account
Foreign exchange reserve
Profit and loss account
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £195,880 (2024: £134,298). Contributions totalling £76,605 (2024: £42,947) were payable to the fund at the balance sheet date and are included in creditors.
Page 36
ORBUS CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
By virtue of its majority shareholding in Orbus Capital Limited, Vespa Capital III LP was the ultimate controlling party of the Company during the year.
There is no ultimate controlling party of Vespa Capital 111 LP.
There is no ultimate controlling party of Vespa Capital 111 LP.
Page 37