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Registration number: 13777998

O.C.L. Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 30 June 2023

 

O.C.L. Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6 to 8

Statement of Directors' Responsibilities

9

Independent Auditor's Report

10 to 13

Consolidated Profit and Loss Account

14

Consolidated Balance Sheet

15

Balance Sheet

16

Consolidated Statement of Changes in Equity

17

Statement of Changes in Equity

18

Consolidated Statement of Cash Flows

19

Notes to the Financial Statements

20 to 35

 

O.C.L. Holdings Limited

Company Information

Directors

T J Harris

J T Harris

Registered office

Chester House
Chester Hall Lane
BASILDON
Essex
SS14 3BG

Auditors

McBrides Accountants LLP
Nexus House
2 Cray Road
Sidcup
Kent
DA14 5DA

 

O.C.L. Holdings Limited

Strategic Report for the Year Ended 30 June 2023

The directors present their strategic report for the year ended 30 June 2023.

Principal activity

O.C.L. Holdings Limited is the parent of the OCL group of companies comprising O.C.L. Facades Limited and O.C.L. Drylining Limited.

The principal activity of the company is that of a holding company for its subsidiaries.

Fair review of the business

OCL operates predominantly across London and the Southeast of England and is headquartered at the groups head office in Essex.

The group continues to provide full external facades packages including cladding, windows, curtain walling, render and architectural metalworks and is a specialist business combining design, direct material procurement and site installations on a wide variety of construction projects.

OCL has a number of ongoing framework agreements with major blue-chip clients in its core sectors which comprise:

Residential
Commercial
Industrial

The group maintains its client focused approach and continues to build on its reputation for delivering projects in a proactive and efficient manner, on time and within budget. During the financial year 2022-23 the group has continued to perform strongly and in-line with expectations.

The group is dedicated to responsible business practices. We are committed to reducing our environmental impact, supporting local communities, and promoting diversity and inclusion within our workforce.

With rising interest rates and worldwide conflict the principal risks are the unpredictability of the UK economy and its effects on the UK construction sector.

An unpredictable economy leads to a highly competitive tendering environment.

We recognise the dynamic nature of the construction industry and the associated risks and uncertainties that may impact our operations. As part of our commitment to resilience and sustainable growth the company has spent significant time establishing close, long term, and robust relations with both our clients and our supply chain partners. We firmly believe that these relationships form the bedrock of our success and contribute significantly to mitigating potential risks.

In addition, the group has a sound financial base which together with its reputation, experience and knowledge of the industry enables it to secure repeat business and deliver high quality work on contracts off all sizes.

 

O.C.L. Holdings Limited

Strategic Report for the Year Ended 30 June 2023

In line with our commitments to financial conservatism, the group consistently and meticulously manages liquidity and cash flow using strict in-house policy and procedures in relation to final accounts and overdue payments. This proactive approach ensures that the group maintains the necessary financial resilience to meet obligations, seize opportunities, and safeguard the interests of its stakeholders.

The directors focus for the year is to consolidate on the growth experienced in the previous year and continue to grow the business in terms of increased turnover and profits during the next financial year.

The order book remains strong going into the new financial year.

Key Performance Indicators
The key financial and non-financial performance indicators used to determine the progress and performance of the group are set out below:

Turnover
The group’s turnover has increased from £21.22m to £31.33m, representing an increase of 48%, exceeding pre-pandemic and Brexit performance. This is in part due to an increased demand in housing and the group’s strategic decision to ensure that contracts are allocated and completed by the appropriate trading subsidiary of the group.

By aligning contracts with the expertise and strengths of each trading entity we ensure a thorough understanding of the costs associated with each subsidiary, facilitating more accurate financial analysis and effective risk management.

Gross Profit & Gross Profit Margin
The group’s gross profit has increased from £4.22m in 2022 to £5.65m while gross profit margin has decreased form 19.87% in 2022 to 18.03% in 2023. The reduction to the previous years margin is principally due to inflationary pressures in the national economy.

Profit Before Tax
Profit before tax has increased from £1.46m to £2.25m representing an increase of 55%.

 

O.C.L. Holdings Limited

Strategic Report for the Year Ended 30 June 2023

Principal risks and uncertainties
There are a number of potential risks and uncertainties which could impact the group's performance, and these are considered by the board on a regular basis. The board of directors and the relevant management teams consider the risks of all significant business decisions in the group's operations and changes in the external environment. The key risks affecting the business are as follows:

Operating Risk
The group's reputation and continued success depends on its ability to provide services which are valued by its clients. The group regularly reviews the quality of its services both internally and through formalised client feedback and evaluation.

Market Research
The group operates in a specialised market and seeks to maintain a competitive advantage by offering an appropriate and relevant service range and providing a high level of client service from professional and dedicated staff. The group manages market risk by providing added value services to its clients, having fast response times not only in supplying services but also in handling client queries. The group keeps abreast of developments in the market through maintaining strong relationships with clients.

Taxation Risk
The group is exposed to financial risks from increases in tax rates and changes to the basis of taxation including corporation tax and VAT. Principal controls to mitigate this risk include regular monitoring of legislative proposals, the engagement of experienced executives and the use of experienced sector specific professional advisers to mitigate the impact of changes.

Management Risk
The group is reliant on its high calibre team of operational managers, surveyors, and the board of directors. The group recruits and develops high calibre employees, many of whom have been with the group for several years. The board have tried to ensure that the knowledge base of the operational management team is shared as much as possible throughout the group.

Financial Risk
The group is principally funded from retained profits and is reliant on converting these profits into cash. Fluctuations in material and labour prices as a result of shortages continue to be a key element of the financial risk to the group. Financial monitoring, forecasting, and planning are continuous processes and emphasis is placed on balancing maintenance or growth of profit margin against investment in resources to maintain delivery of a high-quality service to its clients.

Health and Safety
The group recognises the importance of health and safety of all those employed in its offices and sites, and operates policies to ensure that the risks associated with health and safety are properly managed and controlled.

The group continues to strive to improve its safety, health and environmental standards and performance. These are routinely reviewed throughout the year and in response to the performance reviews carried out by the group's in-house safety department, along with any changes in legislation.

The group recognises the significance of health and safety in the workplace to ensure its exposure to risk is minimised through investment in training and education in the occupational health and safety field. The group employs a dedicated team of qualified staff in this area.

The group recognises the importance of its environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the group's activities. Initiatives designed to minimise the group's impact on the environment include safe disposal of any product waste, recycling and reducing energy consumption.
 

 

O.C.L. Holdings Limited

Strategic Report for the Year Ended 30 June 2023

Principal risks and uncertainties
There are a number of potential risks and uncertainties which could impact the group's performance, and these are considered by the board on a regular basis. The board of directors and the relevant management teams consider the risks of all significant business decisions in the group's operations and changes in the external environment. The key risks affecting the business are as follows:

Operating Risk
The group's reputation and continued success depends on its ability to provide services which are valued by its clients. The group regularly reviews the quality of its services both internally and through formalised client feedback and evaluation.

Market Research
The group operates in a specialised market and seeks to maintain a competitive advantage by offering an appropriate and relevant service range and providing a high level of client service from professional and dedicated staff. The group manages market risk by providing added value services to its clients, having fast response times not only in supplying services but also in handling client queries. The group keeps abreast of developments in the market through maintaining strong relationships with clients.

Taxation Risk
The group is exposed to financial risks from increases in tax rates and changes to the basis of taxation including corporation tax and VAT. Principal controls to mitigate this risk include regular monitoring of legislative proposals, the engagement of experienced executives and the use of experienced sector specific professional advisers to mitigate the impact of changes.

Management Risk
The group is reliant on its high calibre team of operational managers, surveyors, and the board of directors. The group recruits and develops high calibre employees, many of whom have been with the group for several years. The board have tried to ensure that the knowledge base of the operational management team is shared as much as possible throughout the group.

Financial Risk
The group is principally funded from retained profits and is reliant on converting these profits into cash. Fluctuations in material and labour prices as a result of shortages continue to be a key element of the financial risk to the group. Financial monitoring, forecasting, and planning are continuous processes and emphasis is placed on balancing maintenance or growth of profit margin against investment in resources to maintain delivery of a high-quality service to its clients.

Health and Safety
The group recognises the importance of health and safety of all those employed in its offices and sites, and operates policies to ensure that the risks associated with health and safety are properly managed and controlled.

The group continues to strive to improve its safety, health and environmental standards and performance. These are routinely reviewed throughout the year and in response to the performance reviews carried out by the group's in-house safety department, along with any changes in legislation.

The group recognises the significance of health and safety in the workplace to ensure its exposure to risk is minimised through investment in training and education in the occupational health and safety field. The group employs a dedicated team of qualified staff in this area.

The group recognises the importance of its environmental responsibilities, monitors its impact on the environment and designs and implements policies to reduce any damage that might be caused by the group's activities. Initiatives designed to minimise the group's impact on the environment include safe disposal of any product waste, recycling and reducing energy consumption.
 

Accreditations
The company has been assessed and has achieved the following accreditations:

Achilles
CHAS
SMAS
FIS
Constructionline
FIRAS
ISO 9001
ISO 14001
ISO 45001

The directors are of the opinion that these certifications and accreditations will ensure the continued efficiency of its internal and external processes.

People
The group believes that the stable results for the year are attributable to the quality and commitment of its employees. As a family business we know that our people are fundamental to our success and reputation. The directors therefore continue to invest time and energy into attracting employees who share its philosophy. The group has continued to make significant investment in its team throughout the year by supporting various team members in gaining additional qualifications and is committed to continuing this strategy.
 

Approved and authorised by the Board on 17 November 2023 and signed on its behalf by:
 

.........................................
T J Harris
Director

 

O.C.L. Holdings Limited

Directors' Report for the Year Ended 30 June 2023

The directors present their report and the for the year ended 30 June 2023.

Director of the group

The directors who held office during the year were as follows:

T J Harris

J T Harris

Financial instruments

Objectives and policies

The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations. Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

Price risk, credit risk, liquidity risk and cash flow risk

The company manages liquidity risk by ensuring that there are sufficient funds to meet payments. In addition to the credit risk exposure referred to below, strict payment terms are negotiated with the company's clients which enables the company to ensure it is paid at the agreed billing dates. Most contracts are negotiated in this way.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. The company continues to maintain good relationships with its suppliers by adhering to agreed credit terms and ensuring it pays suppliers promptly by the due date.

The company maintains sufficient funding levels to meet the current and future requirements arising. Cash flow forecasts are prepared and monitored on a weekly basis. In respect of the bank balances the liquidity risk is managed by maintaining a positive balance between continuity of funding and flexibility through an agreed payment policy.

All new clients are credit checked and insured with a credit insurance company. Accounts are monitored on an ongoing basis and any new variance from agreed terms is immediately highlighted and reported to the board.

 

O.C.L. Holdings Limited

Directors' Report for the Year Ended 30 June 2023

Employee involvement

The company believes that the strong results for the year are attributable to the quality and commitment of its employees and that the employees continue to be its most important resource. As a family business we know that our people are fundamental to our success and reputation and the directors therefore continue to invest time and energy into attracting employees who share its philosophy.

It is essential to the future success of the business that a skilled and a motivated workforce is retained. The company continues to make significant investment in its human resources both in terms of neccesary increases and strengthening of its management teams, supervisory personnel and workforce.

Details of the number of employees and related costs can be found in the notes to the financial statements.

The company's employment policies respect the individual and offer career opportunities regardless of gender, race or religion. The company engages, promotes and trains staff on the basis of their capabilities, qualifications and experience without discrimination, giving all employees an equal opportunity to progress within the company.

The company's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests. Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance. Management members are always available to discuss matters of interest and concerns with the staff, both at the main office or at a work location.

Applications for employment by disabled persons are always fully considered bearing in mind the aptitudes of the applicant concerned. If in the event members of staff become disabled, every effort is made to ensure their employment with the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.

Future developments

OCL has three main areas of focus for the coming financial year:

• Investing in the OCL team through training and development to ensure the best solutions and outcomes for our clients and job satisfaction for our employees;
• Strengthening and improving its supply chain to maintain and where possible improve margins and ensure continuation of supply; and
• Increasing market share by expanding the client base and securing future contracts with existing and new clients.

 

O.C.L. Holdings Limited

Directors' Report for the Year Ended 30 June 2023

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 17 November 2023 and signed on its behalf by:
 

.........................................
T J Harris
Director

 

O.C.L. Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the group and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

O.C.L. Holdings Limited

Independent Auditor's Report to the Members of O.C.L. Holdings Limited

Opinion

We have audited the financial statements of O.C.L. Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).

Opinion on the financial statements

In our opinion the financial statements:

give a true and fair view of the state of the group's and the group's affairs as at 30 June 2023 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 Auditor’s 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 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 entity'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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

O.C.L. Holdings Limited

Independent Auditor's Report to the Members of O.C.L. Holdings Limited

We have nothing to report in this regard.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

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

the parent group 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 Statement of Directors' Responsibilities (set out on page 9), 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 group'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 group 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.

 

O.C.L. Holdings Limited

Independent Auditor's Report to the Members of O.C.L. Holdings Limited

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:

Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include environmental regulations and health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

O.C.L. Holdings Limited

Independent Auditor's Report to the Members of O.C.L. Holdings Limited


Use of our report
This report is made solely to the group’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 group’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 group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Nick Paterno (Senior Statutory Auditor)
For and on behalf of McBrides Accountants LLP, Statutory Auditor

Nexus House
2 Cray Road
Sidcup
Kent
DA14 5DA

17 November 2023

 

O.C.L. Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 30 June 2023

Note

2023
£

2022
£

Turnover

3

31,331,476

21,217,683

Cost of sales

 

(25,681,599)

(17,002,093)

Gross profit

 

5,649,877

4,215,590

Administrative expenses

 

(3,402,352)

(2,761,064)

Other operating income

4

-

3,833

Operating profit

5

2,247,525

1,458,359

Other interest receivable and similar income

6

6,325

12

Profit before tax

 

2,253,850

1,458,371

Tax on profit

10

(529,903)

115,111

Profit for the financial year

 

1,723,947

1,573,482

No Statement of Comprehensive Income has been presented as there is no movement through other comprehensive income for the year.

 

O.C.L. Holdings Limited

(Registration number: 13777998)
Consolidated Balance Sheet as at 30 June 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

11

327,497

446,765

Current assets

 

Stocks

13

471,970

337,319

Debtors

14

8,081,534

7,759,488

Cash at bank and in hand

 

5,691,604

4,228,175

 

14,245,108

12,324,982

Creditors: Amounts falling due within one year

16

(5,980,081)

(5,929,102)

Net current assets

 

8,265,027

6,395,880

Total assets less current liabilities

 

8,592,524

6,842,645

Provisions for liabilities

17

(35,031)

(9,099)

Net assets

 

8,557,493

6,833,546

Capital and reserves

 

Called up share capital

20

214

214

Capital redemption reserve

214

214

Profit and loss account

8,557,065

6,833,118

Total equity

 

8,557,493

6,833,546

Approved and authorised by the Board on 17 November 2023 and signed on its behalf by:
 

.........................................

T J Harris
Director

 

O.C.L. Holdings Limited

(Registration number: 13777998)
Balance Sheet as at 30 June 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

12

4,970,149

4,970,149

Current assets

 

Debtors

14

22,245

257,056

Cash at bank and in hand

 

3,503,369

-

 

3,525,614

257,056

Creditors: Amounts falling due within one year

16

(779,893)

-

Net current assets

 

2,745,721

257,056

Net assets

 

7,715,870

5,227,205

Capital and reserves

 

Called up share capital

20

214

214

Share premium reserve

3,455,000

3,455,000

Capital redemption reserve

214

214

Profit and loss account

4,260,442

1,771,777

Total equity

 

7,715,870

5,227,205

The company has taken the exemption in s408 from producing an individual Profit and Loss Account.

The company made a profit after tax for the financial period of £2,488,665.

Approved and authorised by the Board on 17 November 2023 and signed on its behalf by:
 

.........................................

T J Harris
Director

 

O.C.L. Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2023
 

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 July 2022

214

214

6,833,118

6,833,546

Profit for the year

-

-

1,723,947

1,723,947

Total comprehensive income

-

-

1,723,947

1,723,947

At 30 June 2023

214

214

8,557,065

8,557,493

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 July 2021

300

-

15,574,639

15,574,939

At 2 December 2021 on formation

1

-

-

1

Balance brought forward

301

-

15,574,639

15,574,940

Profit for the year

-

-

1,573,482

1,573,482

Total comprehensive income

-

-

1,573,482

1,573,482

Dividends

-

-

(1,108,642)

(1,108,642)

Allotment on share for share exchange

299

-

-

299

Allotment from merger reserve

8

-

-

8

Demerger by capital reduction

(92)

-

(4,612,190)

(4,612,282)

Allotment from reserves

212

-

-

212

Purchase of own share capital

(214)

214

(4,594,171)

(4,594,171)

Other reconstruction adjustments

(300)

-

-

(300)

At 30 June 2022

214

214

6,833,118

6,833,546

 

O.C.L. Holdings Limited

Statement of Changes in Equity for the Year Ended 30 June 2023

Share capital
£

Share premium
£

Capital redemption reserve
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 July 2022

214

3,455,000

214

-

1,771,777

5,227,205

Profit for the year

-

-

-

-

2,488,665

2,488,665

Total comprehensive income

-

-

-

-

2,488,665

2,488,665

At 30 June 2023

214

3,455,000

214

-

4,260,442

7,715,870

Share capital
£

Share premium
£

Capital redemption reserve
£

Merger reserve
£

Profit and loss account
£

Total
£

At 2 December 2021

1

-

-

-

-

1

Loss for the year

-

-

-

-

(32,639)

(32,639)

Total comprehensive income

-

-

-

-

(32,639)

(32,639)

Dividends

-

-

-

-

(1,108,642)

(1,108,642)

Allotment on share for share exchange

299

-

-

15,574,639

-

15,574,938

Allotment from merger reserve

8

15,574,631

-

(15,574,639)

-

-

Capital reduction

-

(10,962,441)

-

-

10,962,441

-

Demerger by capital reduction

(92)

(4,612,190)

-

-

-

(4,612,282)

Allotment from reserves

212

6,995,788

-

-

(6,996,000)

-

Cancellation of share premium

-

(3,540,788)

-

-

3,540,788

-

Purchase of own shares

(214)

-

214

-

(4,594,171)

(4,594,171)

At 30 June 2022

214

3,455,000

214

-

1,771,777

5,227,205

 

O.C.L. Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 30 June 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

1,723,947

1,573,482

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

116,217

112,078

Profit on disposal of tangible assets

(20,193)

(6,746)

Other non-cash profit adjustment

-

(23,028)

Loss from disposals of investments

-

140,176

Finance income

6

(6,325)

(12)

Corporation tax expense

10

529,903

(115,111)

 

2,343,549

1,680,839

Working capital adjustments

 

Increase in stocks

13

(134,651)

(179,545)

Increase in trade debtors

14

(540,987)

(972,848)

(Decrease)/increase in trade creditors

16

(322,939)

2,612,105

Cash generated from operations

 

1,344,972

3,140,551

Corporation taxes received/(paid)

10

88,888

(452,666)

Net cash flow from operating activities

 

1,433,860

2,687,885

Cash flows from investing activities

 

Interest received

6,325

12

Acquisitions of tangible assets

(7,590)

(195,790)

Proceeds from sale of tangible assets

 

30,834

11,251

Net cash flows from investing activities

 

29,569

(184,527)

Cash flows from financing activities

 

Payments for purchase of own shares

 

-

(4,594,171)

Cash disposed of with subsidiary

 

-

(100,763)

Dividends paid

-

(1,108,642)

Net cash flows from financing activities

 

-

(5,803,576)

Net increase/(decrease) in cash and cash equivalents

 

1,463,429

(3,300,218)

Cash and cash equivalents at 1 July

 

4,228,175

7,528,393

Cash and cash equivalents at 30 June

 

5,691,604

4,228,175

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

1

General information

The company is a private company limited by share capital, incorporated in England.

The principal activity of the individual company and group is disclosed in the Strategic Report.

The address of its registered office and principal place of business is:
Chester House
Chester Hall Lane
BASILDON
Essex
SS14 3BG

These financial statements were authorised for issue by the Board on 17 November 2023.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, Financial Reporting Standard 102 - 'The Financial Reporting standard applicable in the United Kingdom and Republic of Ireland', and with the Companies Act 2006.

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2023.

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

The results of the group have been consolidated on a merger accounting basis following a capital reorganisation during the period requiring a new parent company for the group. Under the merger accounting principles the accounts present the group as if had been in existence for both the current and prior periods.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the group's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Specifically, judgements and estimates are required in determining the useful economic lives of fixed assets, recoverability of trade debtors and valuations on long term contracts.

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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the profit and loss account turnover and related costs as a contract activity progresses. Turnover is calculated as that proportion of total contract value which costs to date bear to total expected costs for that contract.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

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

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Research and development

Expenditure on research and development is expensed in the year in which it is incurred.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures, fittings & equipment

25% reducing balance

Plant and machinery

25% reducing balance

Motor vehicles

25% reducing balance

Computer equipment

33% reducing balance

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Financial instruments

Classification
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Financial assets are classified as financial assets at fair value through profit or loss, loans and debtors, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The company determines the classification of its financial assets at initial recognition.

Financial liabilities are classified as financial liabilities at fair value through profit and loss, loans and borrowings, trade and other creditors, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The company determines the classification of its financial liabilities at initial recognition.

 Recognition and measurement
All financial instruments are recognised initially at fair value plus transaction costs. Thereafter financial instruments are stated at amortised cost using the effective interest rate method (less impairment where appropriate) unless the effect of discounting would be immaterial in which case they are stated at cost (less impairment where appropriate). The exception to this are those financial instruments where it is a requirement to continue recording them at fair value through profit and loss.

 Impairment
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when 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 of the asset have been affected.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade and other debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the transactions.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obselete and slow-moving items.

Trade and other creditors

Trade and other creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method, except where the effect of discounting would be immaterial. In such cases creditors are stated at transaction price.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distributions to the company’s shareholders are recognised as liabilities in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

2023
£

2022
£

Rendering of services

31,331,476

21,217,683

The analysis of the group's turnover for the year by market is as follows:

2023
£

2022
£

UK

31,331,476

21,217,683

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Government grants

-

3,833

5

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

116,217

112,078

Foreign exchange losses

8,810

2,474

Profit on disposal of property, plant and equipment

(20,193)

(6,746)

6

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

6,325

12

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

2,810,036

1,932,340

Social security costs

354,324

231,620

Pension costs, defined contribution scheme

180,589

41,853

3,344,949

2,205,813

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Site staff

18

13

Administration and support

29

25

47

38

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

389,210

252,740

Contributions paid to money purchase schemes

22,082

5,749

411,292

258,489

In respect of the highest paid director:

2023
£

2022
£

Remuneration

206,015

175,695

Company contributions to money purchase pension schemes

22,082

-

9

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

3,150

3,000


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

503,971

251,842

UK corporation tax adjustment to prior periods

-

(363,352)

503,971

(111,510)

Deferred taxation

Arising from origination and reversal of timing differences

25,932

(3,601)

Tax expense/(receipt) in the income statement

529,903

(115,111)

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 25% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

2,253,850

1,458,371

Corporation tax at standard rate

563,463

277,090

Effect of expense not deductible in determining taxable profit (tax loss)

2,603

3,547

Effect of tax losses

(2,015)

6,223

Deferred tax expense/(credit) relating to changes in tax rates or laws

25,932

(3,601)

Decrease in UK and foreign current tax from adjustment for prior periods

-

(363,352)

Tax increase/(decrease) from effect of capital allowances and depreciation

19,528

(35,018)

Tax increase from other short-term timing differences

27,504

-

Tax decrease from changes in tax provisions due to legislation

(107,112)

-

Total tax charge/(credit)

529,903

(115,111)


The main rate of corporation tax increased on 1 April 2023 from 19% to 25%. The group's hybrid corporation tax rate for the year is 20.5%. Amounts included in changes in tax provisions due to legislation comprise the impact of the hybrid rate applying.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Difference between accumulated depreciation and capital allowances

35,031

35,031

2022

Liability
£

Difference between accumulated depreciation and capital allowances

9,099

9,099

The deferred tax balance is measured at 25% (2022: 25%).

Based on current capital investment plans the group expects future timing differences between depreciation and capital allowances to remain at a similar level to the current year.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

11

Tangible assets

Group

Furniture, fittings and equipment
 £

Motor vehicles
 £

Computer equipment
 £

Plant & machinery
£

Total
£

Cost or valuation

At 1 July 2022

167,543

462,378

302,105

20,773

952,799

Additions

-

-

7,590

-

7,590

Disposals

-

(68,500)

-

-

(68,500)

At 30 June 2023

167,543

393,878

309,695

20,773

891,889

Depreciation

At 1 July 2022

52,372

230,991

213,097

9,574

506,034

Charge for the year

28,792

54,247

30,378

2,800

116,217

Eliminated on disposal

-

(57,859)

-

-

(57,859)

At 30 June 2023

81,164

227,379

243,475

12,374

564,392

Carrying amount

At 30 June 2023

86,379

166,499

66,220

8,399

327,497

At 30 June 2022

115,171

231,387

89,008

11,199

446,765

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

12

Investments

Company

2023
£

2022
£

Investments in subsidiaries

4,970,149

4,970,149

Subsidiaries

£

Cost or valuation

At 1 July 2022 and 30 June 2023

4,970,149

Carrying amount

At 30 June 2023

4,970,149

At 30 June 2022

4,970,149

Details of undertakings

Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Country of incorporation

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

O.C.L. Facades Limited

England

Ordinary

100%

100%

O.C.L. Drylining Limited

England

Ordinary

100%

100%

O.C.L. Group Holdings Limited

England

Ordinary

0%

100%

All undertakings above share the same Registered Office.

O.C.L. Group Holdings Limited (No. 12468035) was the former group holding company that became redundant following a group reconstruction on 21 December 2021 that resulted in O.C.L. Holdings Limited (No. 13777998) becoming the new parent. O.C.L. Group Holdings (No. 12468035) was dissolved on 2 August 2022.

 

13

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Raw materials

471,970

337,319

-

-

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

14

Debtors

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Amounts due from group undertakings

-

-

-

234,811

Other debtors

4,325,162

3,377,238

22,245

22,245

Prepayments and accrued income

3,756,372

4,163,309

-

-

Corporation tax recoverable

-

218,941

-

-

8,081,534

7,759,488

22,245

257,056

15

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

236

1,050

-

-

Cash at bank

5,691,368

4,227,125

3,503,369

-

5,691,604

4,228,175

3,503,369

-

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

16

Creditors

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Due within one year

Trade creditors

1,787,221

3,543,914

-

-

Amounts due to group undertakings

-

-

779,893

-

Social security and other taxes

369,788

198,442

-

-

Other creditors

794,449

858,563

-

-

Accruals and deferred income

2,559,989

1,233,467

-

-

Corporation tax

468,634

94,716

-

-

5,980,081

5,929,102

779,893

-

17

Deferred tax and other provisions

Group

Deferred tax
£

Total
£

At 1 July 2022

9,099

9,099

Increase (decrease) in existing provisions

25,932

25,932

At 30 June 2023

35,031

35,031

The deferred tax balance is measured at 25%.

The main corporation tax rate increased to 25% from 1 April 2023.

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £180,589 (2022 - £41,853).

 

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

19

Obligations under leases

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

377,960

364,490

Later than one year and not later than five years

590,142

797,643

968,102

1,162,133

20

Share capital

Group and Company

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

A Ordinary of £1 each

214

214

214

214

         

Rights, preferences and restrictions

A Ordinary shares have the following rights, preferences and restrictions:
The holders of A Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All A Ordinary shares rank equally with regard to the company's residual assets.

21

Dividends

   

2023

 

2022

   

£

 

£

Interim dividend of £Nil (2022 - £5,180.57) per ordinary share

 

-

 

1,108,642

         
 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

22

Related party transactions

Group

Transactions with directors

2023

At 1 July 2022
£

Advances to director
£

Repayments by director
£

At 30 June 2023
£

J T Harris

Director's loan account

12,179

140,649

(133,241)

19,587

         
       

T J Harris

Director's Loan Account

-

257,484

-

257,484

         
       

 

2022

At 1 July 2021
£

Advances to director
£

Repayments by director
£

At 30 June 2022
£

J T Harris

Director's loan account

-

12,179

-

12,179

         
       

 

Other transactions with directors

Loans to directors are made interest free and without security.

 

O.C.L. Holdings Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Group
Summary of transactions with other related parties

The group has taken advantage of the exemption in FRS 102 33.1A "Related Party Disclosures" from disclosing transactions with other members of the group.

At the balance sheet date, the group owed £182,914 to O.C.L. Property Co Limited (2022: £186,129), a company under common control. During the period the group incurred rental charges of £282,000 from O.C.L. Property Co Limited (2022: £282,000).

At the balance sheet date, the group owed £107,030 to O.C.L. Management Services Limited (2022: £107,980), a company under common control.

At the balance sheet date, the group was owed £1,510,440 by O.C.L. Reclad Limited (2022: £186,643), a company under common control. During the year the group received £1,440,875 in service charge income from O.C.L Reclad Limited (2022: £210,570)

Loans to/from companies under common control are made interest free and without security.

 

23

Control

The ultimate controlling parties are Mr and Mrs T J Harris by way of their combined shareholdings.