Company registration number SC161469 (Scotland)
OPTICAL EXPRESS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
OPTICAL EXPRESS LIMITED
COMPANY INFORMATION
Directors
D Moulsdale
S Mein
S Hannan
Secretary
G Murdoch
Company number
SC161469
Registered office
200 St Vincent Street
Glasgow
Scotland
G2 5SG
Auditor
RSM UK Audit LLP
Third Floor
Centenary House
69 Wellington Street
Glasgow
G2 6HG
OPTICAL EXPRESS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
OPTICAL EXPRESS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 1 -

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

Review of the business

The Optical Express Group is a global leader of ophthalmic services and vision correction, through and including refractive surgery, sight tests and eye health assessments, spectacles and contact lenses.

 

The directors’ strategy is to grow turnover, market share and profitability whilst being committed to delivering the highest level of clinical outcomes, patient satisfaction and safety.

 

To do this, the directors employ a number of KPI’s to monitor the performance of the company on a daily, weekly and monthly basis. The principle KPI’s employed by the company is turnover and EBITDA before exceptional.

 

 

2023

2022

Change

 

£’000

£’000

£’000

Turnover

93,184

109,098

(15,914)

 

 

 

 

EBITDA (before exceptional items)

14,632

28,142

(13,510)

 

The company has seen a downturn in turnover and EBITDA due to the economic climate however the company has maintained profitability despite rising costs. The directors are pleased to report that the business continues to trade strongly in a competitive market and at the same time control its cost base to allow the company to generate significant profit.

Principal risks and uncertainties

 

The management of the business and the execution of the group’s strategy are subject to a number of risks. Risks are reviewed by management and the board and appropriate processes are put in place to monitor and mitigate them.

 

The principal risks and uncertainties facing the group are:

 

Economic risk

 

There is a risk of increasing unemployment and a reduction in patient spending levels in the different countries that the group operates in as patient’s disposable income reduces as a result of increasing taxes, interest rates on borrowing, energy and living costs. The groups commercial skills and ability to respond quickly to any change in patient demand is highly developed and proven to be effective in the past.

 

Competition

 

The markets in which the group operates in are highly competitive and the actions of competitors could adversely affect the group. The group’s strategy is to continue to capitalise on Optical Express’s market position, our strong brand and the trust that our patients have in the ophthalmic services that we provide.

 

Other risks

 

Further to the above principal risks, the Board of Directors has also considered the exposure of the group to financial price, credit, liquidity and cash flow risk. The board of directors has determined that the exposure of the group to these risks is such that they are not considered principal risks for the purpose of this strategic report.

 

 

 

 

 

 

 

OPTICAL EXPRESS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 2 -
Section 172

Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. The directors continue to have regard to the interests when making decisions, including the impact of its activities on the community, environment and the company’s reputation.

 

Acting in good faith and fairly, the directors consider what is most likely to promote the success of the company for its members in the long term. Whilst the importance of giving due consideration to our stakeholders is not new, this explains in more detail this year how the Board engages with stakeholders and setting out how directors have discharged this duty.

 

All directors are aware of their statutory duties. The company’s key stakeholders are its employees, customers, and suppliers. The following key points are important in the assessment of the compliance with the requirements of the s172 Statement:

 

1.    The directors are all actively involved in the day to day running of the company and are in close contact     with senior management teams across the business allowing good communication and feedback at a     local level.

2.    The directors receive regular reports on the performance of the company which enables them to be fully     appraised that the interests of all stakeholders are being met.

3.    The directors regularly consider the principal stakeholders and how they engage with them. The directors     continually consider the needs and priorities of each stakeholder group during its discussions and as part     of their decision making.

4.    The long-term strategy of the company is monitored regularly to ensure this aligns with the vision of the     group. The resulting assessment of future development helps inform the directors decision making and the     balance between short term and long-term measures and actions.

5.    The directors continue to enhance the methods of engagement with the workforce through regular internal     communications which are delivered by the management teams.

6.    The group’s policies on a wide range of business and ethics related practices are regularly reviewed and     updated as necessary to ensure continued compliance with legal and regulatory requirements and good     industry practice. The directors monitor the group’s policies through the ordinary course of business to     ensure the policies are being adhered to.

7.    The directors will continue to keep engagement methods under review to ensure that they remain effective.

8.    The directors are committed to retaining the strong relationship with suppliers to ensure the supply of     goods continues to provide an efficient service to our customers.

 

Outlook

 

The group has continued to generate significant profit from trading in 2023. The group has prepared forecasts and these show that the group has more than sufficient reserves going forward to withstand any future downturn in trading.

 

As the UK/Ireland market leader, Optical Express continues to perform the majority of refractive surgery procedures through its extensive clinic network. The business is therefore well placed to capitalise on consumer confidence in refractive surgery and as new refractive surgery procedures are introduced to the market.

 

On behalf of the board

S Mein
Director
27 June 2024
OPTICAL EXPRESS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements of Optical Express Limited for the year ended 30 December 2023.

Principal activities

The principal activity of the company during the year was ophthalmic refractive surgery and opticians.

Results and dividends

The results for the year are set out on page 9.

Directors

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

D Moulsdale
S Mein
S Hannan
Qualifying third party indemnity provisions

The company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Report of Directors.

Disabled persons

The policies and training programmes operated by the company have been developed to attract and retain the best people on the basis of their skills and abilities. This ensures that the company offers people with disability the same opportunities for training and career progression as other employees.

Employees

The company operates employment policies designed to ensure that the company is able to attract and retain the highest calibre of employees from all sections of the community.

 

The company values diversity in the workplace and is committed to providing the equality of opportunity to all employees and potential employees. It actively encourages training and skills development throughout the company.

Future developments

The company does not envisage any significant changes to the nature or scope of its future operations.

Auditor

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

Energy and carbon report

The company has taken the exemption to exclude the Energy and Carbon Report from these financial statements as it's parent company DCM (Optical Holdings) Limited has prepared a group Energy and Carbon Report.

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 company’s auditor 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 company’s auditor is aware of that information.

OPTICAL EXPRESS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 4 -
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

Donations

During the year the group made the following contributions:

 

 

30 December 2023

31 December 2022

 

 

£’000

£’000

Charitable

 

9

81

 

 

 

 

 

On behalf of the board
S Mein
Director
27 June 2024
OPTICAL EXPRESS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 5 -

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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

OPTICAL EXPRESS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF OPTICAL EXPRESS LIMITED
- 6 -
Opinion

We have audited the financial statements of Optical Express Limited (the 'company') for the year ended 30 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 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 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:

OPTICAL EXPRESS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF OPTICAL EXPRESS LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

 

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

OPTICAL EXPRESS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF OPTICAL EXPRESS LIMITED
- 8 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

•    obtained an understanding of the nature of the industry and sector, including the legal and regulatory     framework that the company operates in and how the company is complying with the legal and regulatory     framework;

•    inquired of management, and those charged with governance, about their own identification and     assessment of the risks of irregularities, including any known actual, suspected or alleged instances of     fraud;

•    discussed matters about non-compliance with laws and regulations and how fraud might occur including     assessment of how and where the financial statements may be susceptible to fraud

 

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and engaging an internal tax specialist to review the tax computations.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to GDPR, government regulatory standards for healthcare providers and General Optical and Medical Council requirements. We performed audit procedures to inquire of management whether the company is in compliance with these law and regulations, we documented management’s processes to ensure compliance, including the work of the internal compliance team, and reviewed the results of inspections by regulatory authorities.

The audit engagement team identified the risk of management override of controls and completeness and cut-off of revenue as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed in relation to management override of internal controls included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant, unusual transactions and transactions entered into outside the normal course of business. Audit procedures performed in relation to completeness and cut-off of revenue included but were not limited to the use of data analytics to analyse store income by day and completed surgery listings to ensure revenue was appropriately recognised and test of detail work to test revenue near and subsequent to the year end to ensure recorded in the correct period.

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Linda Gray (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
28 June 2024
Chartered Accountants
Third Floor
Centenary House
69 Wellington Street
Glasgow
G2 6HG
OPTICAL EXPRESS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2023
- 9 -
2023
2022
Notes
£'000
£'000
Turnover
3
93,184
109,098
Cost of sales
(15,035)
(15,911)
Gross profit
78,149
93,187
Administrative expenses
(66,271)
(67,644)
Other operating income
936
1,104
Exceptional items
4
1,172
454
Operating profit
6
13,986
27,101
Interest receivable and similar income
9
13
-
0
Interest payable and similar expenses
10
(22)
(1)
Profit before taxation
13,977
27,100
Tax on profit
11
(3,242)
(5,612)
Profit for the financial year
10,735
21,488

The income statement has been prepared on the basis that all operations are continuing operations.

OPTICAL EXPRESS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 DECEMBER 2023
30 December 2023
- 10 -
30 December 2023
31 December 2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
12
-
0
5
Negative goodwill
12
-
0
(22)
Net goodwill
-
0
(17)
Tangible assets
13
15,609
13,901
15,609
13,884
Current assets
Stocks
14
2,362
2,976
Debtors
15
65,571
51,263
Cash at bank and in hand
2,373
1,622
70,306
55,861
Creditors: amounts falling due within one year
16
(32,537)
(27,037)
Net current assets
37,769
28,824
Total assets less current liabilities
53,378
42,708
Creditors: amounts falling due after more than one year
17
(2,760)
(1,327)
Provisions for liabilities
Provisions
19
166
1,837
Deferred tax liability
20
1,528
1,355
(1,694)
(3,192)
Net assets
48,924
38,189
Capital and reserves
Called up share capital
22
-
0
-
0
Share premium account
23
745
745
Profit and loss reserves
48,179
37,444
Total equity
48,924
38,189
The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
S  Mein
Director
Company Registration No. SC161469
OPTICAL EXPRESS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2023
- 11 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
Balance at 2 January 2022
-
0
745
1
15,955
16,701
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
21,488
21,488
Transfers
-
-
(1)
1
-
Balance at 31 December 2022
-
0
745
-
0
37,444
38,189
Year ended 30 December 2023:
Profit and total comprehensive income for the year
-
-
-
10,735
10,735
Balance at 30 December 2023
-
0
745
-
0
48,179
48,924
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

Optical Express Limited is a private company limited by shares incorporated in Scotland. The registered office is 200 St Vincent Street, Glasgow, Scotland, G2 5SG.

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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

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, except where otherwise indicated.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group preparestrue 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:

 

 

The financial statements of the company are consolidated in the financial statements of Lorena Investments Limited. These consolidated financial statements are available from its registered office, 200 St Vincent Street, Glasgow, Scotland, G2 5SG.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Turnover represents amounts invoiced during the year, exclusive of Value Added Tax.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets - goodwill

Goodwill representing the excess of the consideration for an acquired undertaking, or acquired trade and assets, compared with the fair value of net assets acquired is capitalised and written off evenly over 10 and 20 years as in the opinion of the directors this represents the period over which the goodwill is expected to give rise to economic benefits. Goodwill is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

 

Negative goodwill arises when the fair value of the consideration for an acquired undertaking, or acquired trade and assets, is less than the fair value of the separable net assets. The amount up to the value of the non-monetary assets acquired is credited to the income statement in the period in which those non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the income statement in the periods expected to benefit.

 

Amortisation

 

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

 

Goodwill    - 10 and 20 years

 

Negative goodwill is being amortised over the period in which the non-monetary assets are released.

1.5
Tangible fixed assets

All fixed assets are initially recorded at cost.

 

Chartered Surveyors, Montagu Evans, have revalued certain freehold property to the open market valuation.

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:

Freehold land and buildings
Not depreciated
Short leasehold properties/revaluations
Over the term of the lease & 25% reducing balance
Equipment
10% & 15% reducing balance and over 20 years
Fixtures and fittings
15% reducing balance
Motor vehicles
20% reducing balance

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 credited or charged to profit or loss.

The directors consider the residual value of the Freehold Property to be equal to the current book value and therefore have not depreciated it during the year.

1.6
Impairment of fixed assets

At each reporting period end date, the company 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.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are valued at the lower of cost and net realisable value. Cost is computed on an average cost basis. Net realisable value is based on estimated selling price less the estimated cost of disposal.

1.8
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

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.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

1.10
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 income statement 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 company’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 income statement, 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 when the company has 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.

Current and deferred tax is charged or credited in the income statement, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.

 

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.12
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.

1.13
Retirement benefits

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

1.14
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 statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss 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 leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 18 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

In categorising leases as finance leases or operating leases, management makes judgements as to whether significant risks and rewards of ownership have transferred to the company as lessee.

 

In determining depreciation rates, management must consider and make judgements on the residual value of the asset and their useful life to set depreciation rates.

 

Management make judgements on the whether there is significant changes in valuation of leasehold property.

 

In calculating the provision for onerous contracts, management make judgements on the best estimate of the consideration to settle the present obligation.

 

3
Turnover
2023
2022
£'000
£'000
Turnover analysed by class of business
Ophthalmic services
93,081
108,762
Sale of goods
98
336
Rental of goods
5
-
93,184
109,098
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
89,933
105,489
Europe
3,251
3,609
93,184
109,098
4
Exceptional items

The exceptional items in the current and prior year relate to the release of the provisions for onerous lease contracts, legal fees incurred in relation to the recovery of VAT owing to the company, losses from the write off of assets and dilapidations for closed stores.

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 19 -
5
Other operating income
2023
2022
£'000
£'000
Rent and rates receivable
253
240
Sundry income
422
405
R & D credits
261
459
936
1,104
6
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses/(gains)
20
(21)
Fees payable to the company's auditor for the audit of the company's financial statements
40
32
Depreciation of owned tangible fixed assets
1,824
1,584
Depreciation of tangible fixed assets held under finance leases
14
15
Loss/(profit) on disposal of tangible fixed assets
54
(4)
Exceptional (profit)/loss on disposal of tangible fixed assets
297
193
Amortisation of intangible assets
(20)
(104)
Loss on disposal of intangible assets
3
-
0
Operating lease charges
10,063
10,312
7
Employees

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

2023
2022
Number
Number
Office and management
4
4
Other
578
701
Total
582
705

Their aggregate remuneration comprised:

2023
2022
£'000
£'000
Wages and salaries
18,047
20,577
Social security costs
1,630
2,014
Pension costs
307
337
19,984
22,928
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 20 -
8
Directors' remuneration

For the year ended 30 December 2023 and preceding year, all costs of employment of directors who are considered to be Key Management Personnel, were borne by Optical Express (Westfield) Limited and are disclosed in the accounts of that company.

9
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Other interest income
13
-
0
10
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest payable to group undertakings
1
1
Other interest on financial liabilities
21
-
0
22
1
11
Taxation
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current period
3,070
3,944
Adjustments in respect of prior periods
(1)
384
Group tax relief
-
0
225
Total current tax
3,069
4,553
Deferred tax
Origination and reversal of timing differences
173
1,059
Total tax charge
3,242
5,612

The tax assessed for the year is lower (2022 - higher) than the standard rate of corporation tax in the UK of 23.52% (2022 - 19%).

OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
11
Taxation
(Continued)
- 21 -

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

2023
2022
£'000
£'000
Profit before taxation
13,977
27,100
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
3,287
5,149
Tax effect of expenses that are not deductible in determining taxable profit
23
12
Tax effect of income not taxable in determining taxable profit
(69)
(90)
Adjustments in respect of prior years
(2)
464
Effect of change in corporation tax rate
10
235
Fixed asset differences
7
(158)
Other
(14)
-
0
Taxation charge for the year
3,242
5,612
12
Intangible fixed assets
Goodwill
Negative goodwill
Total
£'000
£'000
£'000
Cost
At 1 January 2023
511
(2,098)
(1,587)
Disposals
(52)
-
0
(52)
At 30 December 2023
459
(2,098)
(1,639)
Amortisation and impairment
At 1 January 2023
506
(2,076)
(1,570)
Amortisation charged for the year
2
(22)
(20)
Disposals
(49)
-
0
(49)
At 30 December 2023
459
(2,098)
(1,639)
Carrying amount
At 30 December 2023
-
0
-
0
-
0
At 31 December 2022
5
(22)
(17)
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 22 -
13
Tangible fixed assets
Freehold land and buildings
Short leasehold properties/revaluations
Equipment
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost or valuation
At 1 January 2023
1,493
972
19,367
15,532
27
37,391
Additions
-
0
230
1,196
2,539
-
0
3,965
Disposals
-
0
(199)
(486)
(1,895)
-
0
(2,580)
Transfers
-
0
-
0
73
(73)
-
0
-
0
At 30 December 2023
1,493
1,003
20,150
16,103
27
38,776
Depreciation and impairment
At 1 January 2023
-
0
768
12,174
10,539
9
23,490
Depreciation charged in the year
-
0
44
843
947
4
1,838
Eliminated in respect of disposals
-
0
(196)
(349)
(1,616)
-
0
(2,161)
Transfers
-
0
-
0
6
(6)
-
0
-
0
At 30 December 2023
-
0
616
12,674
9,864
13
23,167
Carrying amount
At 30 December 2023
1,493
387
7,476
6,239
14
15,609
At 31 December 2022
1,493
204
7,193
4,993
18
13,901

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

2023
2022
£'000
£'000
Equipment
124
138
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
13
Tangible fixed assets
(Continued)
- 23 -

The leasehold properties were revalued on 7th March 200007 March 2000 on an open market valuation by Montagu Evans, Chartered Surveyors. The historical cost of the revalued short leasehold properties is £4K (2022 - £18K).

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Leasehold property
2023
2022
£'000
£'000
Cost
4
18
Accumulated depreciation
(4)
(18)
Carrying value
-
0
-
14
Stocks
2023
2022
£'000
£'000
Finished goods and goods for resale
2,362
2,976

The amount of stock recognised as an expense during the year was £13,602K (2022: £14,724K).

 

15
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Trade debtors
699
595
Corporation tax recoverable
339
238
Amounts owed by group undertakings
59,777
45,095
Other debtors
1,462
1,741
Prepayments and accrued income
3,294
3,594
65,571
51,263
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 24 -
16
Creditors: amounts falling due within one year
2023
2022
Notes
£'000
£'000
Obligations under finance leases
18
17
17
Trade creditors
4,990
4,025
Amounts owed to group undertakings
17,660
14,262
Taxation and social security
1,136
1,065
Other creditors
5,160
4,877
Accruals and deferred income
3,574
2,791
32,537
27,037
17
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Accruals and deferred income
2,760
1,327
18
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£'000
£'000
Within one year
17
17
19
Provisions for liabilities
2023
2022
£'000
£'000
Provision for liabilities and charges
166
1,837
Movements on provisions:
Provision for liabilities and charges
£'000
At 1 January 2023
1,837
Additional provisions in the year
143
Reversal of provision
(1,763)
Utilisation of provision
(51)
At 30 December 2023
166
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
19
Provisions for liabilities
(Continued)
- 25 -

The Onerous Contract provision represents the remaining obligations in respect of property leases which the company is no longer deriving benefit from, net of any anticipated rental income to be received from sub-letting or assigning this lease to a third party.

20
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Balances:
£'000
£'000
Accelerated capital allowances
1,536
1,355
Short term timing differences
(8)
-
1,528
1,355
2023
Movements in the year:
£'000
Liability at 1 January 2023
1,355
Charge to profit or loss
173
Liability at 30 December 2023
1,528
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
307
337

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £1 each
198
198
-
0
-
Deferred share of £1 each
1
1
-
0
-
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
22
Share capital
(Continued)
- 26 -

Ordinary shares

The company’s ordinary shares, which carry no right to fixed income, each carry the right to one vote at general meetings of the company.

 

Deferred shares

On a return of assets on a liquidation or otherwise, the assets of the company remaining after the payment of its liabilities will be applied firstly, in paying the holders of the £1 Ordinary Shares a sum equal to the balance of such assets up to a maximum of £100,000,000 and secondly, in distributing the balance of such assets among the holders of the Deferred Share. The holder of the Deferred Share shall be entitled to receive notice of and attend at general meetings but shall not be entitled to vote.

23
Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

24
Operating lease commitments
Lessee

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

2023
2022
£'000
£'000
Within one year
6,793
7,197
Between two and five years
19,762
15,665
In over five years
18,331
10,908
44,886
33,770
25
Capital commitments

Amounts contracted for but not provided in the financial statements:

2023
2022
£'000
£'000
Acquisition of tangible fixed assets
-
0
806
OPTICAL EXPRESS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 27 -
26
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Other related parties
32
17
60
70

These are related parties of the company because the director has common control or is a connected party.

2023
2022
Amounts due to related parties
£'000
£'000
Other related parties
44
44

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due from related parties
£'000
£'000
Other related parties
26
14
Other information

The company has taken advantage of the exemption granted by paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned group companies.true

27
Ultimate controlling party

The immediate controlling party is DCM (Optical Holdings) Limited, a company incorporated in Scotland.

The ultimate parent company is Lorena Investments Limited, a company incorporated in Scotland. Group financial statements are available at 200 St. Vincent Street, Glasgow, G2 5SG.

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