Registration number:
O.C.L. Holdings Limited
for the Year Ended 30 June 2023
O.C.L. Holdings Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
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 |
|
Notes to the Financial Statements |
O.C.L. Holdings Limited
Company Information
Directors |
T J Harris J T Harris |
Registered office |
|
Auditors |
|
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
......................................... |
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:
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
......................................... |
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.
......................................
For and on behalf of
Nexus House
2 Cray Road
Kent
DA14 5DA
O.C.L. Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 June 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
- |
|
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Profit before tax |
|
|
|
Tax on profit |
( |
|
|
Profit for the financial year |
|
|
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 |
|
|
|
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
.........................................
Director
O.C.L. Holdings Limited
(Registration number: 13777998)
Balance Sheet as at 30 June 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
- |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
- |
|
Net current assets |
|
|
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
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
.........................................
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 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
At 30 June 2023 |
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 July 2021 |
|
- |
|
|
At 2 December 2021 on formation |
|
- |
- |
|
Balance brought forward |
|
- |
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
Allotment on share for share exchange |
299 |
- |
- |
299 |
Allotment from merger reserve |
|
- |
- |
|
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 |
( |
- |
- |
( |
At 30 June 2022 |
|
|
|
|
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 |
|
|
|
- |
|
|
Profit for the year |
- |
- |
- |
- |
|
|
Total comprehensive income |
- |
- |
- |
- |
|
|
At 30 June 2023 |
|
|
|
- |
|
|
Share capital |
Share premium |
Capital redemption reserve |
Merger reserve |
Profit and loss account |
Total |
|
At 2 December 2021 |
|
- |
- |
- |
- |
|
Loss for the year |
- |
- |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
- |
- |
( |
( |
Dividends |
- |
- |
- |
- |
( |
( |
Allotment on share for share exchange |
|
- |
- |
|
- |
|
Allotment from merger reserve |
8 |
15,574,631 |
- |
(15,574,639) |
- |
- |
Capital reduction |
- |
(10,962,441) |
- |
- |
10,962,441 |
- |
Demerger by capital reduction |
( |
( |
- |
- |
- |
( |
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 |
|
|
|
- |
|
|
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 |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
Other non-cash profit adjustment |
- |
( |
|
Loss from disposals of investments |
- |
|
|
Finance income |
( |
( |
|
Corporation tax expense |
|
( |
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Increase in trade debtors |
( |
( |
|
(Decrease)/increase in trade creditors |
( |
|
|
Cash generated from operations |
|
|
|
Corporation taxes received/(paid) |
|
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
|
|
Net cash flows from investing activities |
|
( |
|
Cash flows from financing activities |
|||
Payments for purchase of own shares |
- |
( |
|
Cash disposed of with subsidiary |
- |
( |
|
Dividends paid |
- |
( |
|
Net cash flows from financing activities |
- |
( |
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 July |
|
|
|
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
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:
These financial statements were authorised for issue by the
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 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
Impairment
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.
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Rendering of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
2023 |
2022 |
|
UK |
|
|
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Other operating income |
The analysis of the group's other operating income for the year is as follows:
2023 |
2022 |
|
Government grants |
- |
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Foreign exchange losses |
|
|
Profit on disposal of property, plant and equipment |
( |
( |
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Site staff |
|
|
Administration and support |
|
|
|
|
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
411,292 |
258,489 |
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
- |
Auditors' remuneration |
2023 |
2022 |
|
Audit of these financial statements |
3,150 |
3,000 |
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
- |
( |
503,971 |
(111,510) |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Tax expense/(receipt) in the income statement |
|
( |
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
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Effect of tax losses |
( |
|
Deferred tax expense/(credit) relating to changes in tax rates or laws |
|
( |
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Tax increase from other short-term timing differences |
|
- |
Tax decrease from changes in tax provisions due to legislation |
( |
- |
Total tax charge/(credit) |
|
( |
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 |
|
|
2022 |
Liability |
Difference between accumulated depreciation and capital allowances |
|
|
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
Tangible assets |
Group
Furniture, fittings and equipment |
Motor vehicles |
Computer equipment |
Plant & machinery |
Total |
|
Cost or valuation |
|||||
At 1 July 2022 |
|
|
|
|
|
Additions |
- |
- |
|
- |
|
Disposals |
- |
( |
- |
- |
( |
At 30 June 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 July 2022 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
( |
- |
- |
( |
At 30 June 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 30 June 2023 |
|
|
|
|
|
At 30 June 2022 |
|
|
|
|
|
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 July 2022 and 30 June 2023 |
|
Carrying amount |
|
At 30 June 2023 |
|
At 30 June 2022 |
|
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 |
||||
|
England |
Ordinary |
|
|
|
England |
Ordinary |
|
|
|
England |
Ordinary |
|
|
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.
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Raw materials |
|
|
- |
- |
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Debtors |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Amounts due from group undertakings |
- |
- |
- |
|
Other debtors |
|
|
|
|
Prepayments and accrued income |
|
|
- |
- |
Corporation tax recoverable |
- |
|
- |
- |
|
|
|
|
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
|
- |
|
|
|
- |
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Creditors |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
||||
Trade creditors |
|
|
- |
- |
Amounts due to group undertakings |
- |
- |
|
- |
Social security and other taxes |
|
|
- |
- |
Other creditors |
|
|
- |
- |
Accruals and deferred income |
|
|
- |
- |
Corporation tax |
468,634 |
94,716 |
- |
- |
|
|
|
- |
Deferred tax and other provisions |
Group
Deferred tax |
Total |
|
At 1 July 2022 |
|
|
Increase (decrease) in existing provisions |
|
|
At 30 June 2023 |
|
|
|
The deferred tax balance is measured at 25%.
The main corporation tax rate increased to 25% from 1 April 2023.
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 £
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Share capital |
Group and Company
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
214 |
|
214 |
Rights, preferences and restrictions
A Ordinary shares have the following rights, preferences and restrictions: |
Dividends |
2023 |
2022 |
|||
£ |
£ |
|||
Interim dividend of £Nil (2022 - £ |
- |
1,108,642 |
||
O.C.L. Holdings Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
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 |
|
|
( |
|
T J Harris |
||||
Director's Loan Account |
- |
|
- |
|
2022 |
At 1 July 2021 |
Advances to director |
Repayments by director |
At 30 June 2022 |
J T Harris |
||||
Director's loan account |
- |
|
- |
|
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
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.
Control |
The ultimate controlling parties are Mr and Mrs T J Harris by way of their combined shareholdings.