Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
OFR HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A Passingham
R E McCreadie
D J Hopkin
R D Rankin
J M Wilshaw
S P Dabin
N C McPhail
A J Curran
C C Jones
Secretary
ML Fletcher
Company number
13447577
Registered office
Sevendale House
Lever Street
Manchester
United Kingdom
M1 1JA
Auditor
Sedulo Audit Limited
Statutory Auditor
St Paul's House
23 Park Square
Leeds
West Yorkshire
United Kingdom
LS1 2ND
OFR HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 31
OFR HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The Directors present the strategic report on the consolidated results of OFR Holdings Limited ("the Group") for the year ended 31 March 2026.

 

The principal activity of the Group is to develop and deliver pre-eminent fire engineering expertise to protect people, property and the environment.

 

The principal activity of OFR Holdings Limited is that of a holding company.

Review of the business

The Group is the UK’s leading independent fire and risk consultancy.

The Group has developed a team with a specific emphasis on technical excellence and it employs world leading experts in areas such as commercial property, residential developments, tall buildings, expert witness services, construction services, structural fire engineering, the use of timber in construction, research, modelling, and legacy support.

The holistic, concept-to-completion approach to the delivery of fire engineering services is particularly suited to minimising approvals, programme, and delivery risks on major projects. Challenges presented by construction phasing and multi-year programmes are more easily overcome by ensuring that strategies are properly agreed, documented, and seen through to completion by the fire engineer.

The Group is wholly owned by employees of the Group with no third-party ownership permitted. This enables key decisions to be made by employees for the benefit of employees without the intervention of any third-party investor. A core value of the Group is to remain a ‘practice led business’, rather than a ‘business led practice’.

During the financial year, the Group transitioned to an Employee-Owned Trust structure. As at the year end, 64% of the total shares were owned by OFR Consultants Employee Ownership Trust Limited.


As at the end of the financial year the Group employed 167 people and operated out of 8 UK based offices. The Group continued to grow and in 2026, for the fifth year in a row, achieved a top 100 place in the Best Companies award.

OFR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Principal risks and uncertainties

The Group monitors the principal risks and uncertainties facing the business via a risk register, with tasks then delegated to Directors and the management team for the purposes of mitigation and reporting. The principal risks and mitigating actions are summarised below.

Regulatory and Legislative Risk

Fire engineering is subject to continuously evolving building regulations, fire safety legislation, and professional standards. Non-compliance or failure to adapt to regulatory changes could result in legal liability, reputational damage, or an inability to deliver services competently.

Mitigation: Ongoing professional development, active monitoring of regulatory updates (e.g. from the Building Safety Regulator), and engagement with industry bodies such as the IFE and SFPE.

Employee Retention & Resourcing Risk

The industry continues to face a shortage of competent fire engineers, which could impact the company’s ability to deliver services and grow sustainably if not managed adequately.

Mitigation: Investment in graduate and apprenticeship training schemes, fostering a strong internal culture of development with a material commitment to both internal and external CPD at all levels of the Group. Continually looking to maintain and improve on employee retention rates by acting on employee feedback from surveys such as the Best Companies Survey.

Market and Economic Risk

Changes in construction activity, particularly in sectors such as residential, commercial, and infrastructure, could affect demand for fire engineering services.

Mitigation: Diversification of revenue streams across different market sectors, disciplines and client type to ensure no overreliance on any one stream.

Cyber Security Risk

Handling sensitive building data and client information exposes the company to cyber threats and data breaches.

Mitigation: Implementation of secure IT systems, regular cybersecurity audits, and staff training on data protection protocols.

OFR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -
Key performance indicators

Financial review and key performance indicators

Financial review

Turnover and gross profit

Turnover for the year amounted to £20.6 million compared to £18.3 million, representing an increase of 12.3%. This movement reflects the investment in additional engineers allowing the group to expand operations. Gross profit amounted to £9.6 million compared to £8.5 million. In percentage terms, the margin remained consistent at 46.4%.

Profit before tax

Profit before tax was £4.7 million compared to £4.5 million. The movement reflects the growth in revenue combined with the effective management of direct and administrative costs.

Cash flow and liquidity

Cash generated from operating activities was £4.4 million compared to £4.2 million. The movement reflects the growth in revenue. The cash balance as at 31 March 2026 was £1.7 million which was consistent with the prior year. The average weekly cleared cash balance throughout the year was £2.1 million compared to last year as £1.6 million. This movement reflects the increased activities and robust cash collection.

EBITDA

EBITDA for the year was £4.6 million compared to £4.3 million. This movement reflects the growth in activities.

Key performance indicators

The Group considers the key performance indicators to be turnover, gross profit, EBITDA, and cash generated from operating activities. These have all been discussed above.

The Directors are satisfied with the results of the Group for the year.

Future outlook

The Group’s intention is to remain a ‘practice led business’ where key decisions continue to be made internally. In the year ahead, the Group will continue to grow organically without any significant change to its core values.

The Group will continue to operate a share scheme for new and promoted employees from Principal Engineer grade, and by April 2026 it is expected that there will be circa 60 individual shareholders.

 

On behalf of the board

R E McCreadie
Director
8 October 2026
OFR HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activity of the Group is to develop and deliver pre-eminent fire engineering expertise to protect

people, property and the environment.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £1,224,120. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A Passingham
R E McCreadie
D J Hopkin
R D Rankin
J M Wilshaw
S P Dabin
N C McPhail
A J Curran
C C Jones
Financial instruments
Financial risk management objectives and policies

The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks.

The Directors consider that effective risk management is critical to enabling the delivery of the long-term strategy of the Group. Profit and cash forecasts are reviewed on a regular basis by the Directors, as is the monitoring of actual performance against those forecasts. Regular profit and cash forecasting is used to aid the Board when making decisions for the short, medium, and long term.

Liquidity risk

Liquidity risk arises from the management of the Group’s working capital. As at 31 March 2026 the Group had net cash of £1.7m (LY: £1.7m). As at the year-end, the Group has no outstanding bank loans.

The Group aims to maintain a cash balance high enough to meet expected cash requirements for at least 30 days. Liquidity was strong throughout the year with the average weekly cash balance for the year at £2.1m (LY: £1.6m).

Interest rate risk

The group has minimal exposure to interest rate risk. The only interest bearing arrangements relate to insurance premium funding, which does not have a material impact on the group's financial position or performance.

Foreign currency risk

The group is not significantly exposed to foreign currency fluctuations, as all material transactions are denominated in pound sterling.

OFR HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 5 -
Credit risk

The Group's principal financial assets are bank balances and cash, trade and other receivables and investments.

The Group’s primary credit risk is attributable to its trade debtors whereby a customer fails to meet its contractual obligations in making payment. The credit risk on liquid funds is limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies.

The Group is exposed to a diverse range of customers and therefore there is no material concentration of credit risk within a single source. Also, due to long established relationships with significant customers the Group does not consider there to be a material credit quality issue.

Cash flow risk

The group manages its cash flow prudently to ensure it can meet its operational and financial obligations as they fall due. Based on forecasts and available financial resources, the group does not anticipate any material cash flow risks.

 

Interest bearing assets are held at fixed rates to ensure certainty of cash flows.

Research and development

The group undertook various research and development activities during the year. These activities appreciably improved the field of structural fire engineering.

Acquisition of own shares

During the year the company repurchased and cancelled 13 A ordinary shares for aggregate consideration of £1. The shares represented approximately 0.045% of the issued share capital immediately prior to the repurchase.

Post reporting date events

There have been no significant events occurring after the reporting date and before the date of approval of these financial statements which would require adjustment to, or disclosure in, the financial statements.

Auditor

The auditors, Sedulo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Statement of directors' responsibilities

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

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

In preparing these financial statements, the directors are required to:

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.

OFR HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 6 -
Strategic report

The group has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the group's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.true

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
R E McCreadie
Director
8 October 2026
OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of OFR Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 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:

OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 8 -
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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the fire engineering sector;

 

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;

 

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

 

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

 

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

OFR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OFR HOLDINGS LIMITED
- 9 -

To address the risk of fraud through management bias and override of controls, we:

 

• performed analytical procedures to identify any unusual or unexpected relationships;

 

• tested journal entries selected on a risk criteria basis to identify unusual transactions; and

 

• investigated the rationale behind significant or unusual transactions; and

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

• agreeing financial statement disclosures to underlying supporting documentation;

 

• reading the minutes of meetings of those charged with governance;

 

• enquiring of management as to any actual and potential litigation and claims.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Sam Perkin (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited, Statutory Auditor
Chartered Accountants
Statutory Auditor
St Paul's House
23 Park Square
Leeds
West Yorkshire
LS1 2ND
United Kingdom
8 October 2026
OFR HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
2026
2025
Notes
£
£
Turnover
3
20,587,376
18,339,690
Cost of sales
(11,032,857)
(9,815,843)
Gross profit
9,554,519
8,523,847
Administrative expenses
(5,059,868)
(4,357,797)
Operating profit
4
4,494,651
4,166,050
Interest receivable and similar income
268,164
355,063
Interest payable and similar expenses
8
(18,586)
(19,357)
Profit before taxation
4,744,229
4,501,756
Tax on profit
9
(681,013)
(521,113)
Profit for the financial year
22
4,063,216
3,980,643
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.

The notes on pages 16 to 31 form part of these financial statements.

OFR HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 11 -
2026
2025
Notes
£
£
£
£
Fixed assets
Tangible assets
11
151,957
98,211
Investments
12
920,000
500,000
1,071,957
598,211
Current assets
Debtors
14
5,591,212
5,200,000
Cash at bank and in hand
1,741,741
1,685,567
7,332,953
6,885,567
Creditors: amounts falling due within one year
15
(2,085,477)
(2,422,059)
Net current assets
5,247,476
4,463,508
Total assets less current liabilities
6,319,433
5,061,719
Provisions for liabilities
Deferred tax liability
16
24,565
2,284
(24,565)
(2,284)
Net assets
6,294,868
5,059,435
Capital and reserves
Called up share capital
18
41
39
Share premium account
19
1,040,004
770,253
Capital redemption reserve
20
17
17
Other reserves
1,724,950
1,724,950
Profit and loss reserves
22
3,529,856
2,564,176
Total equity
6,294,868
5,059,435

The notes on pages 16 to 31 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 8 October 2026 and are signed on its behalf by:
08 October 2026
R E McCreadie
Director
Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2026
31 March 2026
- 12 -
2026
2025
Notes
£
£
£
£
Fixed assets
Investments
12
1,901
940
Current assets
Debtors
14
3,563,141
2,867,758
Cash at bank and in hand
11,114
21,759
3,574,255
2,889,517
Creditors: amounts falling due within one year
15
(967)
(6)
Net current assets
3,573,288
2,889,511
Net assets
3,575,189
2,890,451
Capital and reserves
Called up share capital
18
41
39
Share premium account
19
1,040,004
770,253
Capital redemption reserve
20
17
17
Profit and loss reserves
22
2,535,127
2,120,142
Total equity
3,575,189
2,890,451

The notes on pages 16 to 31 form part of these financial statements.

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 £3,512,521 (2025 - £3,382,163 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 8 October 2026 and are signed on its behalf by:
08 October 2026
R E McCreadie
Director
Company registration number 13447577 (England and Wales)
OFR HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 13 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2024
43
274,046
10
1,724,950
3,386,890
5,385,939
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
-
3,980,643
3,980,643
Issue of share capital
18
3
496,207
-
-
-
496,210
Dividends
10
-
-
-
-
(1,268,287)
(1,268,287)
Own shares acquired
-
-
-
-
(3,535,070)
(3,535,070)
Redemption of shares
18
-
-
7
-
-
7
Reduction of shares
18
(7)
-
-
-
-
(7)
Balance at 31 March 2025
39
770,253
17
1,724,950
2,564,176
5,059,435
Year ended 31 March 2026:
Profit and total comprehensive income
-
-
-
-
4,063,216
4,063,216
Issue of share capital
18
2
269,751
-
-
-
269,753
Dividends
10
-
-
-
-
(1,224,120)
(1,224,120)
Own shares acquired
-
-
-
-
(1)
(1)
Distributions to Employee Ownership Trust (share acquisition funding)
-
-
-
-
(1,873,415)
(1,873,415)
Balance at 31 March 2026
41
1,040,004
17
1,724,950
3,529,856
6,294,868

The notes on pages 16 to 31 form part of these financial statements.

OFR HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 14 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2024
43
274,046
10
3,541,337
3,815,436
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
-
3,382,162
3,382,162
Issue of share capital
18
3
496,207
-
-
496,210
Dividends
10
-
-
-
(1,268,287)
(1,268,287)
Own shares acquired
-
-
-
(3,535,070)
(3,535,070)
Redemption of shares
18
-
-
7
-
7
Reduction of shares
18
(7)
-
-
-
(7)
Balance at 31 March 2025
39
770,253
17
2,120,142
2,890,451
Year ended 31 March 2026:
Profit and total comprehensive income
-
-
-
3,512,521
3,512,521
Issue of share capital
18
2
269,751
-
-
269,753
Dividends
10
-
-
-
(1,224,120)
(1,224,120)
Own shares acquired
-
-
-
(1)
(1)
Distributions to Employee Ownership Trust (share acquisition funding)
-
-
-
(1,873,415)
(1,873,415)
Balance at 31 March 2026
41
1,040,004
17
2,535,127
3,575,189

The notes on pages 16 to 31 form part of these financial statements.

OFR HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
- 15 -
2026
2025
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
4,362,903
4,203,394
Interest paid
(18,586)
(19,357)
Income taxes paid
(1,166,155)
(186,686)
Net cash inflow from operating activities
3,178,162
3,997,351
Investing activities
Purchase of tangible fixed assets
(142,369)
(87,093)
Additions to fixed asset investments
(420,000)
-
Interest received
18,164
20,063
Dividends received
250,000
335,000
Net cash (used in)/generated from investing activities
(294,205)
267,970
Financing activities
Proceeds from issue of shares
269,753
496,210
Repurchase of shares
(1)
(3,535,070)
Distributions to Employee Ownership Trust (share acquisition funding)
(1,873,415)
-
Dividends paid to equity shareholders
(1,224,120)
(1,268,287)
Net cash used in financing activities
(2,827,783)
(4,307,147)
Net increase/(decrease) in cash and cash equivalents
56,174
(41,826)
Cash and cash equivalents at beginning of year
1,685,567
1,727,393
Cash and cash equivalents at end of year
1,741,741
1,685,567

The notes on pages 16 to 31 form part of these financial statements.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 16 -
1
Accounting policies
Company information

OFR Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is Sevendale House, Lever Street, Manchester, United Kingdom, M1 1JA.

 

The group consists of OFR 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
Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company OFR Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 March 2026. 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.

1.4
Going concern

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.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 17 -
1.6
Research and development expenditure

Expenditure on research is recognised as an expense in the period in which it is incurred.

 

Development expenditure is also recognised as an expense in the period incurred unless all of the following conditions are met:

 

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Plant and equipment
33% on cost

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.

1.8
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.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 18 -

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

Unlisted investments are initially recognised at cost, including any transaction costs directly attributable to the acquisition. Subsequently, they are measured at fair value through profit or loss if fair value can be measured reliably. Where fair value cannot be measured reliably, the investments are measured at cost less impairment.

Changes in fair value (or impairment losses, where applicable) are recognised in the profit and loss account in the period in which they arise.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
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.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 19 -
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.

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.

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 20 -
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.

1.12
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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.14
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.

1.15
Retirement benefits

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

OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 21 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of Unlisted Investment

The company holds an unlisted investment in Robus Insurance PCC Limited – Cell GLA with a carrying value of £920,000 at the reporting date. As there is no quoted market price for the investment, the directors are required to exercise judgement in assessing the appropriateness of its carrying value based on the financial information and other evidence available in respect of the underlying cell.

 

The directors have considered the information available at the reporting date and consider the carrying value of the investment to be appropriate.

Key sources of estimation uncertainty

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.

Trade Receivables and bad debts

The company assesses the recoverability of trade receivables based on known credit risks, past default experience, ageing of balances and current market conditions. In determining whether an impairment provision is required, management makes estimates regarding the likelihood and extent of future credit losses. These estimates are reviewed at each reporting date and updated where necessary.

3
Turnover and other revenue
2026
2025
£
£
Turnover analysed by class of business
Fire Engineering Services
20,587,376
18,339,690
2026
2025
£
£
Turnover analysed by geographical market
United Kingdom
20,587,376
18,339,690
2026
2025
£
£
Other revenue
Interest income
18,164
20,063
Dividends received
250,000
335,000
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 22 -
4
Operating profit
2026
2025
£
£
Operating profit for the year is stated after charging:
Exchange losses
124
142
Depreciation of owned tangible fixed assets
88,623
91,910
Research and development expenditure qualifying for current tax credit
3,325,436
3,347,034
5
Auditor's remuneration
2026
2025
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
19,575
18,600
For other services
All other non-audit services
48,960
45,295
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2026
2025
2026
2025
Number
Number
Number
Number
Admin
21
18
-
8
Engineers
137
125
-
-
Total
158
143
0
8

Their aggregate remuneration comprised:

Group
Company
2026
2025
2026
2025
£
£
£
£
Wages and salaries
9,905,578
8,288,003
-
0
-
0
Social security costs
1,165,578
870,353
-
-
Pension costs
617,731
869,973
-
0
-
0
11,688,887
10,028,329
-
0
-
0
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 23 -
7
Directors' remuneration
2026
2025
£
£
Remuneration for qualifying services
1,008,397
897,274
Company pension contributions to defined contribution schemes
189,772
149,953
1,198,169
1,047,227

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 9 (2025 - 9).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2026
2025
£
£
Remuneration for qualifying services
134,079
130,174
Company pension contributions to defined contribution schemes
16,584
16,018

The directors of the company were remunerated by OFR Consultants Limited for their services to the group as a whole. The directors deem it impracticable to allocate their remuneration between their services to group companies (2025: same).

 

8
Interest payable and similar expenses
2026
2025
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
18,569
18,517
Other finance costs:
Other interest
17
840
Total finance costs
18,586
19,357
9
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
656,013
523,151
Adjustments in respect of prior periods
2,719
(2,719)
Total current tax
658,732
520,432
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
9
Taxation
2026
2025
£
£
(Continued)
- 24 -
Deferred tax
Origination and reversal of timing differences
22,281
681
Total tax charge
681,013
521,113

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

2026
2025
£
£
Profit before taxation
4,744,229
4,501,756
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
1,186,057
1,125,439
Effects of:
Expenses that are not deductible in determining taxable profit
51,275
10,593
Income not taxable in determining taxable profit
(62,500)
(83,750)
Overseas tax rates
2,277
-
0
Tax at marginal rate
-
0
(152)
R&D enhanced deduction
(498,815)
(528,298)
Prior period overprovision of taxation
2,719
(2,719)
Taxation charge in the financial statements
681,013
521,113
10
Dividends
2026
2025
Recognised as distributions to equity holders:
£
£
Final paid
647,295
658,268
Interim paid
576,825
610,019
1,224,120
1,268,287
The dividend per share class were as follows:
2026
2025
Total
Total
£
£
A Ordinary
476,852
535,325
B Ordinary
576,825
510,761
Ordinary
170,443
222,201
1,224,120
1,268,287
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 25 -
11
Tangible fixed assets
Group
Plant and equipment
£
Cost
At 1 April 2025
546,438
Additions
142,369
At 31 March 2026
688,807
Depreciation and impairment
At 1 April 2025
448,227
Depreciation charged in the year
88,623
At 31 March 2026
536,850
Carrying amount
At 31 March 2026
151,957
At 31 March 2025
98,211
The company had no tangible fixed assets at 31 March 2026 or 31 March 2025.
12
Fixed asset investments
Group
Company
2026
2025
2026
2025
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
1,901
940
Unlisted investments
920,000
500,000
-
0
-
0
920,000
500,000
1,901
940
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 April 2025
500,000
Additions
420,000
At 31 March 2026
920,000
Carrying amount
At 31 March 2026
920,000
At 31 March 2025
500,000
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
12
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2025
940
Additions
961
At 31 March 2026
1,901
Carrying amount
At 31 March 2026
1,901
At 31 March 2025
940
13
Subsidiaries

Details of the company's subsidiaries at 31 March 2026 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
OFR Consultants Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Engineering Consultants
Ordinary
100.00
EWS Fire Reviews Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review Consultants
Ordinary
100.00
OFR Consultants (Expert Witness) Limited
Sevendale House, Lever Street, Manchester, M1 1JA
Dormant
Ordinary
100.00
OFR Consultants (Legacy Buildings) Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review Consultants
Ordinary
100.00
OFR Consultants (Research) Limited
Sevendale House, Lever Street, Manchester M1 1JA
Fire Review activities
Ordinary
100.00
OFR Consultants France
109 rue Tête d'Or, CS 10363, 69451 Lyon Cedex 06
Fire Engineering Consultant
Ordinary
100.00
OFR Consultants Ireland Limited
Unit B6, Swords Enterprise Park, Feltrim Road, Swords, Co. Dublin
Fire Engineering Consultants
Ordinary
100.00
OFR Servicios De Consultoria De Ingenieria Contra Incendios SL
Alle Diputacio, OTR 260 08007 Barcel
Fire Engineering Consultants
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
13
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
OFR Consultants Limited
2,346,317
4,068,475
EWS Fire Reviews Limited
267,329
106,183
OFR Consultants (Expert Witness) Limited
1
-
0
OFR Consultants (Legacy Buildings) Limited
85,530
18,354
OFR Consultants (Research) Limited
18,216
5,341
OFR Consultants France
6,857
5,978
OFR Consultants Ireland Limited
(3,669)
0
(3,756)
0
OFR Servicios De Consultoria De Ingenieria Contra Incendios SL
(13,021)
0
(13,895)
0
14
Debtors
Group
Company
2026
2025
2026
2025
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,619,771
4,083,598
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
3,563,141
2,867,758
Other debtors
358,003
409,152
-
0
-
0
Prepayments and accrued income
529,145
622,957
-
0
-
0
5,506,919
5,115,707
3,563,141
2,867,758
Amounts falling due after more than one year:
Other debtors
84,293
84,293
-
0
-
0
Total debtors
5,591,212
5,200,000
3,563,141
2,867,758
15
Creditors: amounts falling due within one year
Group
Company
2026
2025
2026
2025
£
£
£
£
Trade creditors
340,865
214,548
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4
4
Corporation tax payable
54,827
562,250
-
0
-
0
Other taxation and social security
912,196
806,186
-
0
-
0
Other creditors
247,664
278,032
961
-
0
Accruals and deferred income
529,925
561,043
2
2
2,085,477
2,422,059
967
6
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 28 -
16
Deferred taxation

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

Liabilities
Liabilities
2026
2025
Group
£
£
Accelerated capital allowances
37,989
26,438
Pensions
(13,424)
(13,810)
Bad debts
-
(10,344)
24,565
2,284
The company has no deferred tax assets or liabilities.
Group
Company
2026
2026
Movements in the year:
£
£
Liability at 1 April 2025
2,284
-
Charge to profit or loss
22,281
-
Liability at 31 March 2026
24,565
-
17
Retirement benefit schemes
2026
2025
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
617,731
869,973

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.

18
Share capital
Group and company
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.1p each
24,535
2,737
25
27
B Ordinary of 0.1p each
5,495
331
5
3
Ordinary of 0.1p each
10,860
885
11
9
40,890
3,953
41
39
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
18
Share capital
(Continued)
- 29 -

Rights, preferences and restrictions attaching to each class of shares (applicable to all classes of shares):

 

Each share is entitled to one vote in any circumstances. Each ordinary share is entitled pari passu to dividend payments or any other distribution save as the directors at their discretion determine,

 

 

During the year, the following movements took place:

 

- Allotted 51 B Ordinary shares

- Reclassification of 151 B Ordinary shares to A Ordinary shares

- Share buyback of 13 A Ordinary shares

- Subdivision of 885 Ordinary shares to 8,850 Ordinary shares

- Subdivision of 2,888 A Ordinary shares to 28,880 A Ordinary shares

- Subdivision of 231 B Ordinary shares to 2,310 B Ordinary shares

- Reclassification of 2,010 A Ordinary shares to 2,010 Ordinary shares

- Reclassification of 3,800 A Ordinary shares to 3,800 B Ordinary shares

- Allotted 980 B Ordinary shares

- Reclassification of 1,595 B Ordinary shares to 1,595 A Ordinary shares

19
Share premium account
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning of the year
770,253
274,046
770,253
274,046
Issue of new shares
269,751
496,207
269,751
496,207
At the end of the year
1,040,004
770,253
1,040,004
770,253
20
Capital redemption reserve
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning of the year
17
10
17
10
Purchase of own shares
-
7
-
7
At the end of the year
17
17
17
17
21
Other reserves
2026
2025
Group
£
£
At the beginning and end of the year
1,724,950
1,724,950
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
21
Other reserves
(Continued)
- 30 -
2026
2025
Company
£
£
At the beginning and end of the year
-
-
22
Profit and loss reserves
Group
Company
2026
2025
2026
2025
£
£
£
£
At the beginning of the year
2,564,176
3,386,890
2,120,142
3,541,337
Profit for the year
4,063,216
3,980,643
3,512,521
3,382,162
Dividends
(1,224,120)
(1,268,287)
(1,224,120)
(1,268,287)
Own shares acquired
(1)
(3,535,070)
(1)
(3,535,070)
Distributions to Employee Ownership Trust (share acquisition funding)
(1,873,415)
-
(1,873,415)
-
At the end of the year
3,529,856
2,564,176
2,535,127
2,120,142
23
Operating lease commitments
As lessee

Lease payments recognised as administrative expenses in the period were £613,627 (2025: £525,053).

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
2026
2025
2026
2025
£
£
£
£
Within 1 year
276,212
472,795
-
-
Years 2-5
77,939
213,952
-
-
354,151
686,747
-
-
OFR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 31 -
24
Related Party Disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

 

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Included within other debtors are amounts owed by the directors of £202,003 (2025: £225,780)

Included with other creditors are amounts owed to the directors of £11,675 (2025: £16,964).


No interest was charged on these loans in this or the preceding period.

Key Management Personnel

 

The key management personnel of the Group comprise the directors. Aggregate compensation paid to key management personnel during the year amounted to £1,198,169 (2025: £1,047,227).

 

25
Controlling party

The company is controlled by its employees through OFR Consultants Employee Ownership Trust Limited, acting in its capacity as trustee of the OFR Consultants Employee Ownership Trust. No individual shareholder or beneficiary exercises ultimate control and, accordingly, the directors consider that there is no ultimate controlling party

26
Cash generated from group operations
2026
2025
£
£
Profit after taxation
4,063,216
3,980,643
Adjustments for:
Taxation charged
681,013
521,113
Finance costs
18,586
19,357
Investment income
(268,164)
(355,063)
Depreciation and impairment of tangible fixed assets
88,623
91,910
Movements in working capital:
Increase in debtors
(391,212)
(394,984)
Increase in creditors
170,841
340,418
Cash generated from operations
4,362,903
4,203,394
27
Analysis of changes in net funds - group
1 April 2025
Cash flows
31 March 2026
£
£
£
Cash at bank and in hand
1,685,567
56,174
1,741,741
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