ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

FORTRESS GROUP HOLDINGS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 false2022-01-01No description of principal activity22falsefalse NI672075 2022-01-01 2022-12-31 NI672075 2020-08-26 2021-12-31 NI672075 2022-12-31 NI672075 2021-12-31 NI672075 c:Director1 2022-01-01 2022-12-31 NI672075 c:Director2 2022-01-01 2022-12-31 NI672075 c:RegisteredOffice 2022-01-01 2022-12-31 NI672075 c:Agent1 2022-01-01 2022-12-31 NI672075 d:Buildings d:LongLeaseholdAssets 2022-01-01 2022-12-31 NI672075 d:Buildings d:ShortLeaseholdAssets 2022-01-01 2022-12-31 NI672075 d:PlantMachinery 2022-01-01 2022-12-31 NI672075 d:MotorVehicles 2022-01-01 2022-12-31 NI672075 d:FurnitureFittings 2022-01-01 2022-12-31 NI672075 d:OtherPropertyPlantEquipment 2022-01-01 2022-12-31 NI672075 d:CurrentFinancialInstruments 2022-12-31 NI672075 d:CurrentFinancialInstruments 2021-12-31 NI672075 d:ShareCapital 2022-01-01 2022-12-31 NI672075 d:ShareCapital 2022-12-31 NI672075 d:ShareCapital 2020-08-26 2021-12-31 NI672075 d:ShareCapital 2021-12-31 NI672075 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 NI672075 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 NI672075 d:RetainedEarningsAccumulatedLosses 2022-12-31 NI672075 d:RetainedEarningsAccumulatedLosses 2020-08-26 2021-12-31 NI672075 d:RetainedEarningsAccumulatedLosses 2021-12-31 NI672075 c:OrdinaryShareClass1 2022-01-01 2022-12-31 NI672075 c:OrdinaryShareClass1 2022-12-31 NI672075 c:OrdinaryShareClass1 2021-12-31 NI672075 c:OrdinaryShareClass2 2022-01-01 2022-12-31 NI672075 c:OrdinaryShareClass2 2022-12-31 NI672075 c:OrdinaryShareClass2 2021-12-31 NI672075 c:OrdinaryShareClass3 2022-01-01 2022-12-31 NI672075 c:OrdinaryShareClass3 2022-12-31 NI672075 c:OrdinaryShareClass3 2021-12-31 NI672075 c:OrdinaryShareClass4 2022-01-01 2022-12-31 NI672075 c:OrdinaryShareClass4 2022-12-31 NI672075 c:OrdinaryShareClass4 2021-12-31 NI672075 c:FRS102 2022-01-01 2022-12-31 NI672075 c:Audited 2022-01-01 2022-12-31 NI672075 c:FullAccounts 2022-01-01 2022-12-31 NI672075 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 NI672075 d:Subsidiary1 2022-01-01 2022-12-31 NI672075 d:Subsidiary1 1 2022-01-01 2022-12-31 NI672075 d:Subsidiary2 2022-01-01 2022-12-31 NI672075 d:Subsidiary2 1 2022-01-01 2022-12-31 NI672075 d:Subsidiary3 2022-01-01 2022-12-31 NI672075 d:Subsidiary3 1 2022-01-01 2022-12-31 NI672075 c:Consolidated 2022-12-31 NI672075 c:ConsolidatedGroupCompanyAccounts 2022-01-01 2022-12-31 NI672075 2 2022-01-01 2022-12-31 NI672075 6 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: NI672075

Fortress Group Holdings Limited

Annual Report and Financial Statements

For the Year Ended 31 December 2022

Fortress Group Holdings Limited

Company Information

Directors	Dr Zahra Zolnourian
	Dr Morteza Afrasiabi


Registered number	NI672075


Registered office	9A The Technology Park
	Belfast Road
	Antrim
	Co Antrim
	BT41 1QS


Independent auditors	ASM (B) Ltd
	Chartered Accountants and Statutory Auditors
	Glendinning House
	6 Murray Street
	Belfast
	BT1 6DN


Bankers	Danske Bank
	North Business Centre
	1-2 Broadway
	Ballymena
	BT43 7AA


Solicitors	Conway Todd & Co
	Mirtna Buildings
	22 Market Square
	Antrim
	BT41 4DT

Fortress Group Holdings Limited

Contents

	Page
Group Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Consolidated Analysis of Net Debt	14
Notes to the Financial Statements	15 - 32

Fortress Group Holdings Limited

Group Strategic Report

For the Year Ended 31 December 2022

Introduction

The directors present the Strategic Report for the year ended 31 December 2022. The directors, in preparing this strategic report, have complied with s414C of the Companies Act 2006.

Business review

The principal activities of the Group were the manufacture of chemical products, completed predominately through the trading subsidiary Fortress Diagnostics Limited.
The directors are content with the trading activity for the year. The results reflect the continued growth of the business and the investment in research and development activities.
The outcome for the year and the year end financial position are seen as encouraging and provide a good base on which to develop the Company further over the coming years.

Principal risks and uncertainties

The key business risks and uncertainties affecting the group are considered to be competition in the marketplace, employee retention and product quality.
Over the last few years growth has led to expansion into a wide range of market sectors and the Group are coping well with each of the different challenges that these sectors present.
The Group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are largely conducted in sterling. The Group is exposed to foreign exchange risk in the normal course of business, principally on sales in Euro and US Dollars and purchases in US Dollars and Euro. The Group does not enter into any formally designated hedging arrangements.
Due to the Group's reputation, standing and position in the sector, the directors are of the opinion that the risks and uncertainties facing the Group can be adequately managed.

Financial key performance indicators

The directors consider turnover, gross profit margin, profit before tax and cash flow to be the main measures of financial performance.
Turnover decreased from £13,378,171 in 2021 to £12,438,969 in 2022, gross profit margin increased from 30.6% to 37%, profit before tax has increased from £1,269,533 to £1,328,833.

Other key performance indicators

The Group does not consider there to be any other key performance indicators.

This report was approved by the board on 4 August 2023 and signed on its behalf.

Dr Zahra Zolnourian

Director

Page 1

Fortress Group Holdings Limited

Directors' Report

For the Year Ended 31 December 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

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.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,857,913 (2021 - £2,141,829).

Ordinary dividends were paid amounting to £111,400 (2021: £115,400).

Directors

The directors who served during the year were:

Dr Zahra Zolnourian

Dr Morteza Afrasiabi

Future developments

The Group will continue to invest in research and development. The directors consider that the results for the year were satisfactory.

Page 2

Fortress Group Holdings Limited

Directors' Report (continued)

For the Year Ended 31 December 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, ASM (B) Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 4 August 2023 and signed on its behalf.

Dr Zahra Zolnourian

Director

Page 3

Fortress Group Holdings Limited

Independent Auditors' Report to the Members of Fortress Group Holdings Limited

Opinion

We have audited the financial statements of Fortress Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.

Page 4

Fortress Group Holdings Limited

Independent Auditors' Report to the Members of Fortress Group Holdings Limited (continued)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 5

Fortress Group Holdings Limited

Independent Auditors' Report to the Members of Fortress Group Holdings Limited (continued)

Auditors' 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 Auditors' 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:

We gained an understanding of the legal and regulatory framework applicable to the group and the company and the industry in which they operate, and considered the risk of acts by the group and company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: posting of unusual journals together with complex transactions, revenue recognition and subjectivity of valuations used for work in progress and finished goods.
We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, sample testing of journals posted during the year, specific tests of detail over revenue recognition, verifying the valuation used for work in progress and finished goods at year end, taking into consideration the stage of completion of the contracts at year end, and net realisable value of finished goods and ensuring that the accounting policy has been complied with and a review of areas of judgement for indicators of management bias to address the risks.

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 Auditors' Report.

Page 6

Fortress Group Holdings Limited

Independent Auditors' Report to the Members of Fortress Group Holdings Limited (continued)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

Michael Nixon (Senior Statutory Auditor)

for and on behalf of

ASM (B) Ltd

Chartered Accountants and Statutory Auditors

Glendinning House

6 Murray Street

Belfast

BT1 6DN

4 August 2023

Page 7

Fortress Group Holdings Limited

Consolidated Statement of Comprehensive Income

For the Year Ended 31 December 2022

	2022	2021
Note	£	£


Turnover	4	12,438,969	13,378,171
Cost of sales		(7,831,506)	(9,290,146)
Gross profit		4,607,463	4,088,025
Administrative expenses		(3,614,446)	(3,115,268)
Other operating income	5	365,508	325,945
Operating profit	6	1,358,525	1,298,702
Interest receivable and similar income	10	11,954	8,768
Interest payable and similar expenses	11	(41,646)	(37,937)
Profit before taxation		1,328,833	1,269,533
Tax on profit	12	529,080	872,296
Profit for the financial year		1,857,913	2,141,829

Profit for the year attributable to:
Owners of the parent Company	1,857,913	2,141,829
	1,857,913	2,141,829

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 15 to 32 form part of these financial statements.

Page 8

Fortress Group Holdings Limited

Registered number: NI672075

Consolidated Balance Sheet

As at 31 December 2022

	2022	2022	2021	2021
Note	£	£	£	£

Fixed assets
Tangible assets	14		6,512,717		5,089,448
			6,512,717		5,089,448
Current assets
Stocks	16	2,098,818		1,501,988
Debtors: amounts falling due within one year	17	6,825,549		5,088,110
Cash at bank and in hand	18	488,655		3,101,651
		9,413,022		9,691,749
Creditors: amounts falling due within one year	19	(3,278,312)		(3,968,910)
Net current assets			6,134,710		5,722,839
Total assets less current liabilities			12,647,427		10,812,287
Creditors: amounts falling due after more than one year	20		(985,186)		(1,233,686)
Provisions for liabilities
Deferred taxation	24		(1,194,101)		(856,975)
Net assets			10,468,140		8,721,626

Capital and reserves
Called up share capital	25	21	20
Other reserves	26	81,500	81,500
Profit and loss account	26	10,386,619	8,640,106
Equity attributable to owners of the parent Company		10,468,140	8,721,626
		10,468,140	8,721,626

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 August 2023.

Dr Zahra Zolnourian

Director

The notes on pages 15 to 32 form part of these financial statements.

Page 9

Fortress Group Holdings Limited

Registered number: NI672075

Company Balance Sheet

As at 31 December 2022

	2022	2022	2021	2021
Note	£	£	£	£

Fixed assets
Investments	15		12		12
			12		12
Current assets
Debtors: amounts falling due within one year	17	9		8
		9		8
Total assets less current liabilities			21		20


Net assets			21		20

Capital and reserves
Called up share capital	25	21	20
		21	20

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 August 2023.

Dr Zahra Zolnourian

Director

The notes on pages 15 to 32 form part of these financial statements.

Page 10

Fortress Group Holdings Limited

Consolidated Statement of Changes in Equity

For the Year Ended 31 December 2022

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	9	81,500	6,613,677	6,695,186

Profit for the period	-	-	2,141,829	2,141,829
Dividends: Equity capital	-	-	(115,400)	(115,400)
Shares issued during the period	11	-	-	11

At 31 December 2021	20	81,500	8,640,106	8,721,626

Profit for the year	-	-	1,857,913	1,857,913
Dividends: Equity capital	-	-	(111,400)	(111,400)
Shares issued during the year	1	-	-	1
At 31 December 2022	21	81,500	10,386,619	10,468,140

The notes on pages 15 to 32 form part of these financial statements.

Page 11

Fortress Group Holdings Limited

Company Statement of Changes in Equity

For the Year Ended 31 December 2022

	Called up share capital	Profit and loss account	Total equity
	£	£	£

Profit for the period	-	115,400	115,400
Dividends: Equity capital	-	(115,400)	(115,400)
Shares issued during the period	20	-	20

At 1 January 2022	20	-	20

Profit for the year	-	111,400	111,400
Dividends: Equity capital	-	(111,400)	(111,400)
Shares issued during the year	1	-	1
At 31 December 2022	21	-	21

The notes on pages 15 to 32 form part of these financial statements.

Page 12

Fortress Group Holdings Limited

Consolidated Statement of Cash Flows

For the Year Ended 31 December 2022

			2022	2021
			£	£

Cash flows from operating activities
Profit for the financial year	1,857,913	2,141,829
Adjustments for:
Depreciation of tangible assets	746,141	315,653
Interest paid	41,646	37,937
Interest received	(11,954)	(8,768)
Taxation charge	(529,080)	(872,296)
(Increase)/decrease in stocks	(596,830)	1,500,368
(Increase) in debtors	(1,432,485)	(121,050)
(Increase)/decrease in amounts owed by participating ints	(1,325,534)	642,243
(Decrease) in creditors	(253,710)	(2,300,278)
Corporation tax received/(paid)	1,399,073	(112,261)
Net cash generated from operating activities	(104,820)	1,223,377

Cash flows from investing activities
Purchase of tangible fixed assets	(2,169,410)	(1,837,362)
Interest received	11,954	8,768
Net cash from investing activities	(2,157,456)	(1,828,594)
Cash flows from financing activities
Issue of ordinary shares	1	11
Net movement in loans	(243,137)	(169,791)
Repayment of finance leases	(12,858)	(40,859)
Dividends paid	(111,400)	(115,400)
Interest paid	(41,646)	(37,937)
Net cash used in financing activities	(409,040)	(363,976)
Net (decrease) in cash and cash equivalents	(2,671,316)	(969,193)
Cash and cash equivalents at beginning of year	3,101,638	4,070,831
Cash and cash equivalents at the end of year	430,322	3,101,638

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	488,655	3,101,651
Bank overdrafts	(58,333)	(13)
	430,322	3,101,638

The notes on pages 15 to 32 form part of these financial statements.

Page 13

Fortress Group Holdings Limited

Consolidated Analysis of Net Debt

For the Year Ended 31 December 2022


At 1 January 2022	Cash flows	Other non-cash changes	At 31 December 2022
£	£	£	£

Cash at bank and in hand	3,101,651	(2,612,996)	-	488,655
Bank overdrafts	(13)	(58,320)	-	(58,333)
Debt due after 1 year	(1,210,091)	-	241,492	(968,599)
Debt due within 1 year	(424,095)	243,137	(241,492)	(422,450)
Finance leases	(36,453)	12,858	-	(23,595)
	1,430,999	(2,415,321)	-	(984,322)

The notes on pages 15 to 32 form part of these financial statements.

Page 14

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

1.	General information

Fortress Group Holdings Limited is a private company limited by shares incorporated in Northern Ireland. The registration number and address of the registered office are given in the company information section of these financial statements.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 judgment 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:

2.2

Basis of consolidation

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.

2.3

Going concern

The directors of Fortress Group Holdings Limited have reviewed the resources available and believe that the group and company have adequate resources to continue in operational existence for the foreseeable future.
Accordingly, Fortress Group Holdings Limited continues to adopt the going concern basis in preparing the financial statements.

Page 15

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 16

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

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:

Long-term leasehold property	-	2%
Short-term leasehold property	-	25%
Plant and machinery	-	15%
Motor vehicles	-	25%
Fixtures and fittings	-	15%
Contract specific assets	-		Over the life of the contract

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.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 19

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

2.20

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Page 20

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

2.Accounting policies (continued)

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the process of applying the group's accounting policies, management have made the following judgements:
- Considered the carrying value of certain aspects of stock based on their level of completion and resale value.
The key sources of estimation uncertainty relate to the determination of the net realisable value of certain stock lines. In determining this amount, the Group applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm’s length transaction. The nature, facts and circumstance of the make up of stock at year end drives the valuation methodology.

Turnover

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	5,640,476	5,103,067
Europe	1,824,574	650,855
Rest of the world	4,973,919	7,624,249
	12,438,969	13,378,171

5.	Other operating income
		2022	2021
		£	£

Other operating income	25,118	112,261
Net rents receivable	20,500	15,203
Government grants receivable	319,890	198,481
	365,508	325,945

Page 21

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

Research & development charged as an expense	916,473	1,296,939
Exchange differences	(76,039)	5,849
Other operating lease rentals	35,529	10,420
Depreciation of tangible assets	746,141	315,653

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	22,550	18,000
Fees payable to the Company's auditors and their associates in respect of:
Taxation compliance services	4,500	3,000
All taxation advisory services not included above	2,400	-

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2022	2021	2022	2021
£	£	£	£


Wages and salaries	1,224,730	1,183,001	-	-
Social security costs	106,562	94,919	-	-
Cost of defined contribution scheme	21,638	138,787	-	-
	1,352,930	1,416,707	-	-

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2022	2021	2022	2021
	No.	No.	No.	No.

Employees	49	54	2	2

Page 22

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

9.	Directors' remuneration

During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.

10.	Interest receivable
		2022	2021
		£	£

	Other interest receivable	11,954	8,768
		11,954	8,768

11.	Interest payable and similar expenses
		2022	2021
		£	£

Bank interest payable	34,560	37,937
Finance leases and hire purchase contracts	7,086	-
	41,646	37,937

Corporation tax
Current tax on profits for the year	(824,652)	(1,088,336)
Adjustments in respect of previous periods	(41,554)	-

Total current tax	(866,206)	(1,088,336)

Deferred tax
Origination and reversal of timing differences	337,126	216,040
Total deferred tax	337,126	216,040


	Taxation on loss on ordinary activities	(529,080)	(872,296)

Page 23

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

12.Taxation (continued)

Profit on ordinary activities before tax

1,328,833

1,269,533

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	252,478	241,211
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	36,452	1,377
Capital allowances for year/period in excess of depreciation	(373,598)	(240,589)
R&D allowances net of losses surrendered for R&D credit	255,926	-
Adjustments to tax charge in respect of prior periods	(41,554)	-
Non-taxable income	-	(2,812)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(1,229,314)	(1,087,523)
Unrelieved tax losses carried forward	233,404	-
Movement in deferred tax	337,126	216,040
Total tax charge for the year/period	(529,080)	(872,296)

Factors that may affect future tax charges

Legislative changes have been passed to set the main rate of corporation tax at 25% for the year beginning 1 April 2023, with a small company rate of 19% remaining in force for profits under £50,000. This may have a consequential effect on the group's future tax charges.

13.	Dividends
		2022	2021
		£	£

	Dividends paid in year	111,400	115,400
		111,400	115,400

Page 24


		Fortress Group Holdings Limited

Notes to the Financial Statements For the Year Ended 31 December 2022

	14.	Tangible fixed assets
		Group

	Freehold property	Short-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Contract specific assets	Total
	£	£	£	£	£	£	£
Cost or valuation
At 1 January 2022	4,139,695	58,357	1,506,380	47,851	441,882	-	6,194,165
Additions	243,910	-	68,582	-	67,121	1,789,796	2,169,409
At 31 December 2022	4,383,605	58,357	1,574,962	47,851	509,003	1,789,796	8,363,574
Depreciation
At 1 January 2022	217,716	49,414	597,260	24,922	215,404	-	1,104,716
Charge for the year on owned assets	160,297	1,181	169,727	11,963	45,014	357,959	746,141
At 31 December 2022	378,013	50,595	766,987	36,885	260,418	357,959	1,850,857
Net book value
At 31 December 2022	4,005,592	7,762	807,975	10,966	248,585	1,431,837	6,512,717
At 31 December 2021	3,921,978	8,943	909,120	22,929	226,478	-	5,089,448

Page 25

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2022	12
	At 31 December 2022	12

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Fortress Diagnostics Limited	9A The Technology Park, Belfast Road, Antrim Co. Antrim, BT41 1QS	Ordinary	100%
Biorex Food Diagnostics Limited	9A The Technology Park Belfast Road, Antrim, Co Antrim, BT41 1QS	Ordinary	100%
Biorex Diagnostics Limited	9A The Technology Park Belfast Road, Antrim, Co Antrim, BT41 1QS	Ordinary	100%

16.	Stocks
		Group	Group
		2022	2021
		£	£

Raw materials and consumables	1,626,589	749,674
Work in progress (goods to be sold)	316,098	151,813
Finished goods and goods for resale	156,131	600,501
	2,098,818	1,501,988

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 26

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

17.

Debtors

Group	Group	Company	Company
2022	2021	2022	2021
£	£	£	£


Trade debtors	2,975,958	1,061,804	-	-
Amounts owed by joint ventures and associated undertakings	837,820	-	-	-
Other debtors	149,428	85,536	9	8
Prepayments and accrued income	762,795	1,308,356	-	-
Tax recoverable	2,099,548	2,632,414	-	-
	6,825,549	5,088,110	9	8

18.	Cash and cash equivalents
		Group	Group
		2022	2021
		£	£

Cash at bank and in hand	488,655	3,101,651
Less: bank overdrafts	(58,333)	(13)
	430,322	3,101,638

Page 27

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

19.	Creditors: Amounts falling due within one year
		Group	Group
		2022	2021
		£	£

Bank overdrafts	58,333	13
Bank loans	238,473	240,118
Trade creditors	1,558,453	2,004,210
Amounts owed to related parties	-	487,714
Other taxation and social security	31,099	33,649
Obligations under finance lease and hire purchase contracts	7,008	12,858
Other creditors	444,712	537,313
Accruals and deferred income	940,234	653,035
	3,278,312	3,968,910

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£

	Bank loans	238,473	240,118
		238,473	240,118

Details of security provided:

The bank loans are secured on premises at Antrim Technology Park, Antrim, County Antrim, together with a fixed and floating charge over the assets of the company and a company guarantee in favour of Biorex Diagnostics Limited. The directors have also provided a joint and several guarantee in the amount of £250,000, and the assignment of a life insurance policy.

Page 28

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2022	2021
		£	£

Bank loans	968,599	1,210,091
Net obligations under finance leases and hire purchase contracts	16,587	23,595
	985,186	1,233,686

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£


Bank loans	968,599	1,210,091
	968,599	1,210,091

Details of security provided:

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2022	2021
		£	£

Amounts falling due within one year
Bank loans	238,473	240,118

Amounts falling due 2-5 years
Bank loans	968,599	1,210,091

	1,207,072	1,450,209

Page 29

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

22.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2022	2021
		£	£

Within one year	7,008	12,858
Between 1-5 years	16,587	23,595
	23,595	36,453

23.	Financial instruments
		Group	Group
		2022	2021
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	488,655	3,101,651

Financial assets measured at fair value through profit or loss comprise cash and cash equivalents

24.	Deferred taxation
	Group

	2022	2021
	£	£

At beginning of year	(856,975)	(640,935)
Charged to profit or loss	(337,126)	(216,040)
At end of year	(1,194,101)	(856,975)

		Group	Group
		2022	2021
		£	£

Accelerated capital allowances	(1,488,042)	(857,876)
Tax losses carried forward	293,941	-
Other temporary differences	-	901
	(1,194,101)	(856,975)

Page 30

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

25.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

10 (2021 - 10) "A" Ordinary shares of £1.00 each	10	10
8 (2021 - 8) "B" Ordinary shares of £1.00 each	8	8
1 (2021 - 1) "C" Ordinary share of £1.00	1	1
1 (2021 - 1) "D" Ordinary share of £1.00	1	1
1 "E" Ordinary share of £1.00	1	-

	21	20

On 22 February 2022 one E ordinary share was issued at par value.

26.

Reserves

Other reserves

The other reserves represent non-distributable reserves that arose on paid up share capital which has been previously redeemed by Group entities.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

27.	Capital commitments
	At 31 December 2022 the Group and Company had capital commitments as follows:
		Group	Group
		2022	2021
		£	£

	Contracted for but not provided in these financial statements	-	29,849
		-	29,849

28.	Pension commitments

The Group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £21,608 (2021 - £138,787). Contributions totaling £nil (2021 - £4,740) were payable to the fund at the balance sheet date and are included in creditors.

Page 31

Fortress Group Holdings Limited

Notes to the Financial Statements

For the Year Ended 31 December 2022

29.	Related party transactions
	The Group has taken advantage of the exemption in FRS 102 Section 33 "Related party disclosures" from disclosing transactions with related parties that are wholly owned by Fortress Group Holdings Limited, for which consolidated financial statements are publicly available. The company trades with other related parties as noted below:

		2022	2021
		£	£

Sales to related undertakings	2,020,358	3,299,769
Purchases from related undertakings	915,111	1,246,666
Other charges from related undertakings	-	3,379
Cash movements in year	220,287	2,572,124
Amounts owed to related undertakings	-	487,714
Amounts owed by related undertakings	837,820	-

30.	Controlling party

The controlling parties are considered to be Dr Zahra Zolnourian and Dr Morteza Afrasiabi by virtue of their shareholdings.

Page 32