Company Registration No. 04507446 (England and Wales)
OSL GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
OSL GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
D Grey MBE
M Grey
Secretary
V Richardson
Company number
04507446
Registered office
c/o OSL Cutting Technologies Ltd
Burgess Road
Attercliffe
Sheffield
S9 3WD
Auditor
Hart Shaw LLP
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
OSL GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 34
OSL GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

The company is the Holding Company for the following manufacturing businesses, OSL Cutting Technologies Ltd, CQR Security Ltd, Owen Springs Ltd, Toolfit Ltd and Securefast Ltd. Securefast Ltd was acquired early March 22 as part of the ongoing acquisition strategy and was integrated into the operations of CQR Security Ltd from 1st July 2023. It was decided to close the operations of Toolfit Ltd during the year due to lower than expected sales.

The Group’s strategy is to grow these businesses by investment, sales focus and acquisition. The Group also has a strong balance sheet and underutilised financing options available for forward looking investments.

Most of the group companies enjoyed improved performance on the financials of 2023 although OSL Cutting Technologies faced a number of challenges associated with the consolidation of sites within Sheffield which impacted underlying performance.

Principal risks and uncertainties

Energy costs, raw material and general market inflationary pressures remain the most pressing issues. The business has taken various measures to contain and control these issues namely, solar panel investment, investment in new equipment and an energy reduction committee.

Interest rate increases has tapered our appetite for debt, but we have a pipeline of synergy that remains untouched to keep us busy until mid-2024. Significant inroads have been made into working capital reductions into 2024 and the cash and balance sheet of the group remain strong giving no concerns.

 

The Group is not dependent upon any single customer or supplier. The Company trades in foreign currencies both Euro and US Exposure; currency fluctuation is managed centrally within the group.

Key performance indicators

Turnover increased from £36.7m in 2022 to £38.1m in 2023 and operating profit increased from £190,000 in 2022 to £789,000 in 2023. The Directors remain confident that the business will continue to deliver strong underlying profitability driven by margin improvement, new product initiatives and a significant reduction in the group’s centralised cost base.

Other information and explanations

The Company is aware of its impact on the environment, and in all its activities considers the environmental impact of its decisions as it seeks to attain its business objectives. To this end accreditation to ISO 14001 was attained in 2023 and confirmed on surveillance in February of this year. Our focus remains on manufacturing efficiencies and growing revenue across our key channels.

On behalf of the board

M Grey
Director
25 July 2024
OSL GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company and group continued to be that of manufacturing and factoring of components and services in the markets of automotive components, automotive aftermarket, heritage rail, fire, safety & security and magnetic drills.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £505,000 (2022: £417,000). The directors do not recommend the payment of a final dividend.

Directors

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

D Grey MBE
M Grey
Auditor

The auditor, Hart Shaw LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

OSL GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
M Grey
Director
25 July 2024
OSL GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OSL GROUP HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of OSL Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

OSL GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OSL GROUP HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud and the audit response

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:

 

At the planning stage we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management, as required by auditing standards. The potential effect of any laws and regulation on the financial statements can vary considerably. There are laws and regulations that directly affect the financial statements (e.g. the Companies Act) as well as many other operational laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. Owing to the size, nature and complexity of the organisation and the applicable laws and regulations to which it must adhere, the risk of material misstatement was deemed to be low, therefore the procedures performed by the audit team were limited to:

OSL GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OSL GROUP HOLDINGS LIMITED
- 6 -

We have assessed the overall susceptibility of the financial statements to material misstatement due to fraud. Management override is the most likely way in which fraud might present itself and is therefore inherently high risk on any audit. Management override, which may cause there to be a material misstatement within the financial statements, may present itself in a number of ways, for example:

In order to reduce the risk of material misstatement to an acceptable level, numerous audit procedures were performed including:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected material misstatements in the financial statements, even though we have performed our audit in accordance with auditing standards. Furthermore, as with all audits, there is a higher risk of irregularities (especially those relating to fraud) being undetected, as these may involve the override of internal controls, collusion, intentional omissions and misrepresentations etc. We are not responsible for preventing non-compliance or fraud and therefore cannot be expected to detect all instances of such. Our audit was not designed to identify misstatements or other irregularities that would not be considered to be material to the financial statements. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Adam Shield (Senior Statutory Auditor)
For and on behalf of Hart Shaw LLP
13 August 2024
Chartered Accountants
Statutory Auditor
Europa Link
Sheffield Business Park
Sheffield
S9 1XU
OSL GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£'000
£'000
Turnover
3
38,055
36,713
Cost of sales
(26,311)
(25,787)
Gross profit
11,744
10,926
Administrative expenses
(10,955)
(10,044)
Exceptional items
4
-
0
(692)
Operating profit
5
789
190
Interest payable and similar expenses
9
(225)
(108)
Profit before taxation
564
82
Tax on profit
10
(118)
181
Profit for the financial year
446
263
Other comprehensive income
Currency translation differences
(64)
120
Total comprehensive income for the year
382
383
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

OSL GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
13
892
1,016
Other intangible assets
13
7
32
Total intangible assets
899
1,048
Tangible assets
14
4,053
1,935
4,952
2,983
Current assets
Stocks
16
8,815
10,208
Debtors
17
7,884
8,176
Cash at bank and in hand
547
610
17,246
18,994
Creditors: amounts falling due within one year
18
(9,407)
(9,631)
Net current assets
7,839
9,363
Total assets less current liabilities
12,791
12,346
Creditors: amounts falling due after more than one year
19
(2,338)
(1,885)
Provisions for liabilities
Deferred tax liability
22
151
36
(151)
(36)
Net assets
10,302
10,425
Capital and reserves
Called up share capital
24
301
301
Profit and loss reserves
10,001
10,124
Total equity
10,302
10,425
The financial statements were approved by the board of directors and authorised for issue on 25 July 2024 and are signed on its behalf by:
25 July 2024
M Grey
Director
Company registration number 04507446 (England and Wales)
OSL GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
14
37
15
Investments
15
4,928
4,928
4,965
4,943
Current assets
Debtors - deferred tax
22
-
0
160
Debtors - other
17
2,995
2,338
Cash at bank and in hand
19
-
0
3,014
2,498
Creditors: amounts falling due within one year
18
(1,899)
(2,888)
Net current assets/(liabilities)
1,115
(390)
Total assets less current liabilities
6,080
4,553
Creditors: amounts falling due after more than one year
19
(1,358)
(1,582)
Net assets
4,722
2,971
Capital and reserves
Called up share capital
24
301
301
Profit and loss reserves
4,421
2,670
Total equity
4,722
2,971

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,256,000 (2022 - £258,000 loss).

The financial statements were approved by the board of directors and authorised for issue on 25 July 2024 and are signed on its behalf by:
25 July 2024
M Grey
Director
Company registration number 04507446 (England and Wales)
OSL GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2022
301
10,158
10,459
Year ended 31 December 2022:
Profit for the year
-
263
263
Other comprehensive income:
Currency translation differences
-
120
120
Total comprehensive income
-
383
383
Dividends
11
-
(417)
(417)
Balance at 31 December 2022
301
10,124
10,425
Year ended 31 December 2023:
Profit for the year
-
446
446
Other comprehensive income:
Currency translation differences
-
(64)
(64)
Total comprehensive income
-
382
382
Dividends
11
-
(505)
(505)
Balance at 31 December 2023
301
10,001
10,302
OSL GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
Balance at 1 January 2022
301
3,345
3,646
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(258)
(258)
Dividends
11
-
(417)
(417)
Balance at 31 December 2022
301
2,670
2,971
Year ended 31 December 2023:
Profit and total comprehensive income
-
2,256
2,256
Dividends
11
-
(505)
(505)
Balance at 31 December 2023
301
4,421
4,722
OSL GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
2,948
(566)
Interest paid
(225)
(108)
Income taxes refunded/(paid)
105
(313)
Net cash inflow/(outflow) from operating activities
2,828
(987)
Investing activities
Purchase of business
-
(2,550)
Purchase of intangible assets
(9)
(34)
Purchase of tangible fixed assets
(1,313)
(794)
Proceeds from disposal of tangible fixed assets
5
62
Net cash used in investing activities
(1,317)
(3,316)
Financing activities
Proceeds from borrowings
750
-
Repayment of borrowings
(87)
-
Proceeds from new bank loans
-
2,000
Repayment of bank loans
(701)
(562)
Payment of finance leases obligations
(347)
(61)
Dividends paid to equity shareholders
(500)
(417)
Net cash (used in)/generated from financing activities
(885)
960
Net increase/(decrease) in cash and cash equivalents
626
(3,343)
Cash and cash equivalents at beginning of year
(2,501)
722
Effect of foreign exchange rates
(57)
120
Cash and cash equivalents at end of year
(1,932)
(2,501)
Relating to:
Cash at bank and in hand
547
610
Bank overdrafts included in creditors payable within one year
(2,479)
(3,111)
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

OSL Group Holdings Limited (“the Company”) is a private company domiciled and incorporated in England and Wales and is limited by shares. The registered office is c/o OSL Cutting Technologies Ltd, Burgess Road, Attercliffe, Sheffield, S9 3WD.

 

The Group consists of OSL Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company OSL Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is up to 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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

Software
33% straight line
1.9
Tangible fixed assets

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

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

Leasehold improvements
Life of the lease
Plant and equipment
10 - 50% straight line
Fixtures and fittings
10 - 50% straight line
Motor vehicles
20 - 33% straight line
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.12
Stocks

Stocks are stated at the lower of cost or estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

The group uses a standard cost method for stock valuation.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

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

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current tax

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

Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

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

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisions

The group provides for stock in full when the stock levels held exceed 12 months usage. Actual outcomes could vary significantly from these estimates.

Other areas of estimation uncertainty

The following estimates also have an increased degree of estimation uncertainty, but are not expected to have a significant risk of of causing a material adjustment.

Labour overhead absorption

The group uses various labour and overhead absorption rates when calculating the standard cost for stock. The calculation is based on historical experiences and management estimates/assumptions. Actual outcomes could vary from these estimates.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
3
Turnover

An analysis of the group's turnover is as follows:

2023
2022
£'000
£'000
Turnover analysed by class of business
Total sales of goods
38,055
36,713
2023
2022
£'000
£'000
Turnover analysed by geographical market
UK
19,519
18,496
Europe
7,868
7,696
Rest of world
10,668
10,521
38,055
36,713
4
Exceptional item
2023
2022
£'000
£'000
Expenditure
Cost of guarantees given
-
442
Loan impairment
-
250
-
692

Cost of guarantees given

The company provided guarantees to certain suppliers on behalf of a connected company. This exceptional item represents the cost of the obligation to settle the guaranteed liabilities following a liquidator being appointed.

 

Loan impairment

The company also provided a loan to the connected company which is not expected to be recoverable and has therefore been impaired.

5
Operating profit
2023
2022
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
24
(77)
Depreciation of owned tangible fixed assets
380
466
Depreciation of tangible fixed assets held under finance leases
153
17
Loss/(profit) on disposal of tangible fixed assets
1
(4)
Amortisation of intangible assets
132
99
Impairment of intangible assets
26
-
0
Operating lease charges
679
563
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the group and company
11
10
Audit of the financial statements of the company's subsidiaries
38
37
49
47
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Office and management
102
104
17
6
Production
108
116
-
-
Total
210
220
17
6

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Wages and salaries
7,659
7,343
899
198
Social security costs
682
691
94
21
Pension costs
246
283
52
16
8,587
8,317
1,045
235
8
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
30
30
Company pension contributions to defined contribution schemes
5
5
35
35

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
9
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on bank overdrafts and loans
190
101
Interest on finance leases and hire purchase contracts
35
7
Total finance costs
225
108
10
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
2
(81)
Adjustments in respect of prior periods
-
0
(16)
Total current tax
2
(97)
Deferred tax
Origination and reversal of timing differences
116
(84)
Total tax charge/(credit)
118
(181)

The UK corporation tax rate is increasing from 19% to 25% on the 1 April 2023. Therefore the deferred tax assets and liabilities have been revalued to 25% which is now the probable rate they will be realised at.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 22 -

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

2023
2022
£'000
£'000
Profit before taxation
564
82
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
133
16
Tax effect of expenses that are not deductible in determining taxable profit
39
21
Tax effect of utilisation of tax losses not previously recognised
(50)
-
0
Effect of change in corporation tax rate
-
9
Permanent capital allowances in excess of depreciation
(4)
(42)
Depreciation on assets not qualifying for tax allowances
-
0
3
Effect of overseas tax rates
-
0
(14)
Under/(over) provided in prior years
-
0
(16)
Deferred tax adjustments in respect of prior years
-
0
(8)
Enhanced deductions for research and development
-
0
(19)
Tax losses acquired
-
0
(131)
Taxation charge/(credit)
118
(181)
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£'000
£'000
Interim paid
505
417
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£'000
£'000
In respect of:
Intangible assets
13
26
-
Recognised in:
Administrative expenses
26
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
1,800
(505)
34
1,329
Additions
-
0
-
0
9
9
Derecognition
(687)
505
-
0
(182)
At 31 December 2023
1,113
-
0
43
1,156
Amortisation and impairment
At 1 January 2023
784
(505)
2
281
Amortisation charged for the year
124
-
0
8
132
Impairment losses
-
0
-
0
26
26
Derecognition
(687)
505
-
0
(182)
At 31 December 2023
221
-
0
36
257
Carrying amount
At 31 December 2023
892
-
0
7
899
At 31 December 2022
1,016
-
0
32
1,048
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

More information on impairment movements in the year is given in note 12.

 

Goodwill has been derecognised on balances that have been fully amortised for several years. The goodwill has not been disposed of as all trades are still within the group however the directors have considered the derecognition appropriate to more accurately reflect the continuing goodwill.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
14
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
329
5,810
1,839
198
8,176
Additions
110
2,242
307
-
0
2,659
Disposals
-
0
(136)
(4)
(16)
(156)
Exchange adjustments
-
0
(1)
(4)
-
0
(5)
At 31 December 2023
439
7,915
2,138
182
10,674
Depreciation and impairment
At 1 January 2023
101
4,574
1,389
177
6,241
Depreciation charged in the year
29
339
182
(17)
533
Eliminated in respect of disposals
-
0
(135)
1
(16)
(150)
Exchange adjustments
-
0
-
0
(3)
-
0
(3)
At 31 December 2023
130
4,778
1,569
144
6,621
Carrying amount
At 31 December 2023
309
3,137
569
38
4,053
At 31 December 2022
228
1,236
450
21
1,935
Company
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
99
8
132
239
Additions
-
0
2
-
0
2
Disposals
(99)
(3)
-
0
(102)
At 31 December 2023
-
0
7
132
139
Depreciation and impairment
At 1 January 2023
99
7
118
224
Depreciation charged in the year
-
0
-
0
(20)
(20)
Eliminated in respect of disposals
(99)
(3)
-
0
(102)
At 31 December 2023
-
0
4
98
102
Carrying amount
At 31 December 2023
-
0
3
34
37
At 31 December 2022
-
0
1
14
15
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Tangible fixed assets
(Continued)
- 25 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Plant and equipment
2,140
487
-
0
-
0

 

15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Investments in subsidiaries
29
-
0
-
0
4,928
4,928
Fixed asset investments not carried at market value

Investments are not listed and are held at cost less impairment as their fair value cannot be reliably determined. For details of the subsidiary undertakings see note 29.

Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£'000
£'000
£'000
Cost or valuation
At 1 January 2023 and 31 December 2023
4,928
426
5,354
Impairment
At 1 January 2023 and 31 December 2023
-
426
426
Carrying amount
At 31 December 2023
4,928
-
4,928
At 31 December 2022
4,928
-
4,928
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
16
Stocks
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Raw materials and consumables
1,269
2,495
-
-
Work in progress
745
492
-
-
Finished goods and goods for resale
5,975
6,151
-
0
-
0
Goods in transit
826
1,070
-
0
-
0
8,815
10,208
-
-

Included in the above group figures is a stock provision of £1,406,000 (2022 - £1,958,000) to bring the value of stock to the lower of cost and net realisable value.

17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
7,202
7,470
1
-
0
Corporation tax recoverable
42
150
-
0
-
0
Amounts owed by group undertakings
-
-
2,835
2,292
Other debtors
188
64
134
26
Prepayments and accrued income
452
492
25
20
7,884
8,176
2,995
2,338
Amounts falling due after more than one year:
Deferred tax asset (note 22)
-
0
-
0
-
0
160
Total debtors
7,884
8,176
2,995
2,498

Included in trade debtors is an amount of £4,601,000 (2022 - £4,787,000) for the group and £nil (2022 - £nil) for the company which is subject to an invoice discounting agreement.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
20
3,181
3,777
1,509
1,877
Obligations under finance leases
21
439
117
-
0
-
0
Other borrowings
20
150
-
0
150
-
0
Trade creditors
3,965
3,434
12
3
Amounts owed to group undertakings
-
0
-
0
-
0
470
Other taxation and social security
527
619
71
21
Other creditors
76
541
40
471
Accruals and deferred income
1,069
1,143
117
46
9,407
9,631
1,899
2,888

The obligations under finance leases are secured on the fixed assets to which the finance relates,

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
20
845
1,582
845
1,582
Obligations under finance leases
21
980
303
-
0
-
0
Other borrowings
20
513
-
0
513
-
0
2,338
1,885
1,358
1,582

The obligations under finance leases are secured on the fixed assets to which the finance relates,

20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Bank loans
1,547
2,248
1,547
2,248
Bank overdrafts
2,479
3,111
807
1,211
Other loans
663
-
0
663
-
0
4,689
5,359
3,017
3,459
Payable within one year
3,331
3,777
1,659
1,877
Payable after one year
1,358
1,582
1,358
1,582
OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Loans and overdrafts
(Continued)
- 28 -

Included in bank overdrafts is £2,479,000 (2022 - £3,111,000) for the group and £nil (2022 - £nil) for the company which has been advanced under an invoice discounting arrangement and is secured over the debts to which the finance relates.

 

Included in cash at bank is £810,000 (2022 - £1,211,000) for the group and £807,000 (2022 - £1,211,000) for the company which has been advanced as an overdraft facility. The group has a offset arrangement where interest is not paid unless there is an overdraft balance which cannot be offset against another group company.

 

Included in bank loans is an amount advanced of £348,000 (2022 - £579,000). This loan was a Covid business interruption loan with an original amount advanced of £1,500,000 and with an interest rate of 1.99% above the base rate. Repayments were to be made in 50 equal monthly instalments commencing in March 2021. A one off lump sum of £465,000 was paid in the 2021 period, this has reduced the value of the remaining repayments but has not altered the term of the loan.

 

Included in bank loans is an amount advanced of £1,199,000 (2022 - £1,669,000). This loan was to finance the purchase of a new subsidiary Securefast Limited with an original amount advanced of £2,000,000 and with an interest rate of 3.19% above the base rate. Repayments were to be made in 35 equal monthly instalments commencing in April 2022 followed by a final repayment to clear the loan.

 

Included in other loans is a loan which has been drawn down from the OSL pension fund with an annual interest rate of 6% over a term of 60 months. The principal amount drawn was £750,000, the loan is secured over the stock holding of subsidiary company, Owen Springs Limited. The loan outstanding at the year end is £662,500 (2022 - £nil).

 

The loans are secured by a fixed and floating charge over all assets of both the company and the group. The Covid business interruption loan is partially guaranteed by the UK government.

21
Finance lease obligations
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Future minimum lease payments due under finance leases:
Within one year
494
130
-
0
-
0
In two to five years
1,113
337
-
0
-
0
1,607
467
-
-
Less: future finance charges
(188)
(47)
-
0
-
0
1,419
420
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

The obligations under finance leases are secured on the tangible fixed assets of the group.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£'000
£'000
£'000
£'000
Accelerated capital allowances
827
317
-
-
Tax losses
(674)
(267)
-
-
Unrealised group profits
(2)
(14)
-
-
151
36
-
-
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£'000
£'000
£'000
£'000
Accelerated capital allowances
-
-
-
6
Tax losses
-
-
-
154
-
-
-
160
Group
Company
2023
2023
Movements in the year:
£'000
£'000
Liability/(Asset) at 1 January 2023
36
(160)
Charge to profit or loss
115
160
Liability at 31 December 2023
151
-

The deferred tax liability above relates predominantly to tax losses and accelerated capital allowances. The tax losses are expected to reverse within 3 years. The accelerated capital allowances are expected to reverse within 10 years and relates to fixed assets that are expected to depreciate within the same period.

It is group policy for the company to be non profit making and so the deferred tax asset has been derecognised within the company. This is however expected to be recoverable across the group. The company has carried forward tax losses of approximately £850,000.

23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit and loss in respect of defined contribution schemes
246
283

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
24
Share capital
Group and company
2023
2022
Allotted, issued and fully paid
£
£
Ordinary A shares of £1 each
225,000
225,000
Ordinary B shares of £1 each
700
700
Ordinary D shares of £1 each
74,150
74,150
Ordinary F shares of £1 each
850
850
Ordinary G shares of £1 each
50
50
Ordinary H shares of £1 each
50
50
Ordinary I shares of £1 each
50
50
300,850
300,850

The different share classes of the company rank pari passu save as otherwise stated below:

 

Voting

The A and D shares carry a right to vote.

The B, F, G, H and I shares carry no right to vote.

 

Capital

Upon winding up all share classes rank equally with regards to the repayment of the nominal value of the shares. Following the payment of the nominal value, classes A and D shall have preferential rights to the first £5,000,000 as if they constituted one class of share. Any further amount will then be paid to the A, B, D, F, G, H, and I shareholders as if they constituted one class of share.

 

Upon sale or transfer drag and tag along rights exist affecting all share classes.

 

Dividends

All share classes may have a right to a dividend by ordinary resolution, subject to a maximum approved by the directors. No share classes have a preferential or fixed right to income.

 

Further details of the rights, preferences and restrictions attaching to the different classes of shares are available in the articles of association.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Land and buildings
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Within one year
406
568
-
Between two and five years
808
1,278
-
In over five years
-
315
-
-
1,214
2,161
-
-
Other
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Within one year
80
107
9
11
Between two and five years
73
75
4
6
In over five years
-
-
-
-
153
182
13
17

During the year, a company within the group vacated one of its premises with no further obligations due under the lease.

26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Acquisition of tangible fixed assets
263
1,353
-
-

A group wide asset finance facility is in place to assist with the purchase of the above.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
27
Financial commitments, guarantees and contingent liabilities

The company has given an unlimited cross guarantee in favour of Barclays in respect of bank borrowings of fellow group companies. The outstanding borrowings of these companies at 31 December 2023 were £2,479,000 (2022 - £3,224,000).

 

The company has given an unlimited guarantee over all outstanding liabilities for the companies that is has claimed the audit exemption for under s479, see note 29.

 

28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£'000
£'000
Aggregate compensation
35
35

The directors consider the key management personnel of the company and group to only include the directors.

Transactions with related parties
Other information

During the year the group entered into the following related party transactions.

 

Purchased goods for £nil (2022 - £4,000) from an entity under common control.

 

During the year the group entered into the following transactions with The OSL Pension Fund, of which some of the directors are trustees.

 

Rent of £170,000 (2022 - £213,000) was paid to the pension fund.

 

Fixed assets were sold at a market value of £nil (2022- £57,000) to the pension fund.

 

At the balance sheet date an amount of £668,000 (2022- £41,000) was owed to the pension fund. See note 19 for loan terms.

 

During the year interest was paid to the pension fund with a value of £25,000 (2022 - £nil).

 

The company has taken advantage of the exemptions allowed by FRS 102 section 33.1A and has not disclosed transactions with fellow group companies.

 

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
29
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Direct
Indirect
British Springs Limited
UK
Dormant
Ordinary
100
-
CQR Security Limited
UK
Fire safety and security
Ordinary
100
-
G&J Hall Limited
UK
Dormant
Ordinary
100
-
Universal Drilling & Cutting Equipment Inc
USA
Distributor of magnetic drills
Ordinary
-
100
Neepsend Limited
UK
Dormant
Ordinary
100
-
OSL Cutting Technologies Limited
UK
Magnetic drills
Ordinary
100
-
Owen Springs Limited***
UK
Automotive aftermarket
Ordinary
100
-
Rotabroach Limited
UK
Dormant
Ordinary
-
100
Toolfit Trading Limited***
UK
Tool retailer
Ordinary
100
-
Taylor and Jones Limited
UK
Dormant
Ordinary
-
100
UIOH Limited
UK
Dormant
Ordinary
100
-
United Industries Operations Limited
UK
Dormant
Ordinary
-
100
Securefast Limited
UK
Wholesale of other security products
Ordinary
100
-
Securefast Security Products Limited
IE
Wholesale and installation of other security products
Ordinary
-
100

*** Subsidiary undertaking claimed exemption from audit under s479A Companies Act 2006

 

All subsidiaries have been consolidated using the acquisition method in the parent company.

 

As the subsidiaries are not listed, the investments are held at cost less impairment as their fair values cannot be reliably determined.

30
Directors' transactions

Dividends of £505,000 (2022 - £417,000) were paid to directors of the company or their family members.

 

£35,000 (2022 - £29,000) of the above dividends are unpaid and are included as a creditor at the balance sheet date.

31
Controlling party

The controlling party is D Grey MBE, who is a director and majority shareholder of OSL Group Holdings Limited.

OSL GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
32
Cash generated from/(absorbed by) operations - group
2023
2022
£'000
£'000
Profit for the year after tax
446
263
Adjustments for:
Taxation charged/(credited)
118
(181)
Finance costs
225
108
Loss/(gain) on disposal of tangible fixed assets
1
(4)
Amortisation and impairment of intangible assets
158
99
Depreciation and impairment of tangible fixed assets
533
469
Non cash exceptional items
-
692
Movements in working capital:
Decrease/(increase) in stocks
1,388
(1,378)
Decrease/(increase) in debtors
184
(421)
Decrease in creditors
(105)
(213)
Cash generated from/(absorbed by) operations
2,948
(566)
33
Analysis of changes in net debt - group
2023
£'000
Opening net debt
Cash and cash equivalents
(2,501)
Loans
(2,248)
Obligations under finance leases
(420)
(5,169)
Changes in net debt arising from:
Cash flows of the entity
1,011
New finance leases entered into
(1,346)
Changes in market value and exchange rates
(57)
Closing net debt as analysed below
(5,561)
Closing net debt
Cash and cash equivalents
(1,932)
Loans
(2,210)
Obligations under finance leases
(1,419)
(5,561)
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