Company registration number SC161695 (Scotland)
OPTICAL EXPRESS (WESTFIELD) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
OPTICAL EXPRESS (WESTFIELD) LIMITED
COMPANY INFORMATION
Directors
D Moulsdale
S Mein
Secretary
G Murdoch
Company number
SC161695
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 (WESTFIELD) 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 - 24
OPTICAL EXPRESS (WESTFIELD) 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 company continues to act as a central buying agent and the provider of head office services such as IT, customer contact centre, finance, HR and payroll for the Optical Express Group.
The company continued its significant investment programme during the year, investing in the latest state of the art technology and new IT systems to ensure that the Group has the appropriate support infrastructure.
The results of the company show that sales decreased to £15,212K in 2023 from £16,806K in 2022 mainly due to a reduction in sales in the Optical Express Group. The company generated an EBITDA profit of £1,118K in the year compared to an EBITDA profit of £1,130K in 2022.
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 changing 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 leading 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.
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.
OPTICAL EXPRESS (WESTFIELD) 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.
S Mein
Director
27 June 2024
OPTICAL EXPRESS (WESTFIELD) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements of Optical Express (Westfield) Limited for the year ended 30 December 2023.
Principal activities
The principal activity of the company continued to be to act as a central buying agent and the provider of head office services such as IT, customer contact centre, finance, HR and payroll for the Optical Express Group.
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
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.
Going Concern
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 and will remain profitable and cash positive for at least a period of twelve months from the date of signing these financial statements. As a result of this the directors consider that there will be appropriate cash within the group to pay all liabilities as they fall due.
This company is reliant on the continuing support of the group, and from the directors review of going concern as noted above, this group support is available. Consequently, these financial statements have been prepared on a going concern basis.
Auditor
The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
OPTICAL EXPRESS (WESTFIELD) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 4 -
Energy and carbon report
The company has taken the exemption to exclude the Energy and Carbon Report from these financial statements as the 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.
On behalf of the board
S Mein
Director
27 June 2024
OPTICAL EXPRESS (WESTFIELD) 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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 (WESTFIELD) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OPTICAL EXPRESS (WESTFIELD) LIMITED
- 6 -
Opinion
We have audited the financial statements of Optical Express (Westfield) 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:
give a true and fair view of the state of the company's affairs as at 30 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
OPTICAL EXPRESS (WESTFIELD) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OPTICAL EXPRESS (WESTFIELD) 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 (WESTFIELD) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OPTICAL EXPRESS (WESTFIELD) 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 audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed 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.
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.
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.
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 (WESTFIELD) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2023
- 9 -
2023
2022
Notes
£'000
£'000
Turnover
3
15,212
16,806
Cost of sales
(12,293)
(13,909)
Gross profit
2,919
2,897
Administrative expenses
(3,176)
(3,017)
Other operating income
296
233
Profit before taxation
39
113
Tax on profit
8
(206)
26
(Loss)/profit for the financial year
(167)
139
The income statement has been prepared on the basis that all operations are continuing operations.
OPTICAL EXPRESS (WESTFIELD) 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
Intangible assets
9
2,345
2,354
Tangible assets
10
3,852
4,053
6,197
6,407
Current assets
Stocks
11
3,304
2,228
Debtors
12
13,678
10,266
Cash at bank and in hand
566
223
17,548
12,717
Creditors: amounts falling due within one year
13
(36,874)
(32,234)
Net current liabilities
(19,326)
(19,517)
Total assets less current liabilities
(13,129)
(13,110)
Creditors: amounts falling due after more than one year
14
(8)
Provisions for liabilities
Deferred tax liability
16
592
436
(592)
(436)
Net liabilities
(13,721)
(13,554)
Capital and reserves
Called up share capital
18
Profit and loss reserves
(13,721)
(13,554)
Total equity
(13,721)
(13,554)
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. SC161695
OPTICAL EXPRESS (WESTFIELD) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 2 January 2022
(13,693)
(13,693)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
139
139
Balance at 31 December 2022
(13,554)
(13,554)
Year ended 30 December 2023:
Loss and total comprehensive income for the year
-
(167)
(167)
Balance at 30 December 2023
(13,721)
(13,721)
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
Optical Express (Westfield) 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:
• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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
The group has continued to generate significant profit from trading in 202true3. 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 and will remain profitable and cash positive for at least a period of twelve months from the date of signing these financial statements. As a result of this the directors consider that there will be appropriate cash within the group to pay all liabilities as they fall due.
This company is reliant on the continuing support of the group, and from the directors review of going concern as noted above, this group support is available. Consequently, these financial statements have been prepared on a going concern basis.
1.3
Turnover
The turnover shown in the income statement represents amounts invoiced during the year, exclusive of Value Added Tax.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are capitalised at cost. Intangible assets, excluding development costs, created within the business are not capitalised and expenditure is charged against profits in the period in which it is incurred.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
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.
IT & software development costs which have been capitalised are included within intangible assets. It is anticipated that IT development and software development have an estimated useful life as follows:
IT and software development
over 10 years and 3 years respectively
1.5
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:
Freehold property
no depreciation
Leasehold improvements
over the term of the lease
Equipment
10% or 15% reducing balance or over 5 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
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.
1.7
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.
1.8
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.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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 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.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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.
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.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
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.
1.14
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 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.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
The items in the financial statements where the judgements and estimations have been made include:
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.
3
Turnover
The turnover and profit before tax are attributable to the one principal activity of the company. Turnover is fully attributed to the sale of goods.
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
15,178
16,737
Europe
34
69
15,212
16,806
4
Other operating income
2023
2022
£'000
£'000
Sundry income
168
21
R&D credits
120
11
Income from clinical research
8
201
296
233
5
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange (gains)/losses
(30)
122
Fees payable to the company's auditor for the audit of the company's financial statements
11
9
Depreciation of owned tangible fixed assets
553
476
Depreciation of tangible fixed assets held under finance leases
8
11
Loss on disposal of tangible fixed assets
84
12
Amortisation of intangible assets
518
530
Operating lease charges
502
573
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 18 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Production staff
10
10
Office and management
268
271
Other
43
35
Total
321
316
Their aggregate remuneration comprised:
2023
2022
£'000
£'000
Wages and salaries
8,958
9,073
Social security costs
896
942
Pension costs
158
151
10,012
10,166
7
Directors' remuneration
2023
2022
£'000
£'000
Remuneration for qualifying services
638
633
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£'000
£'000
Remuneration for qualifying services
505
501
Emoluments receivable, as above, include Benefits in Kind. There are no pension contributions payable on behalf of the highest paid director.
Included within the aggregate remuneration above are amounts paid to directors of other companies within the group.
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 19 -
8
Taxation
2023
2022
£'000
£'000
Current tax
Adjustments in respect of prior periods
75
(132)
Group tax relief
(25)
(330)
Total current tax
50
(462)
Deferred tax
Origination and reversal of timing differences
156
436
Total tax charge/(credit)
206
(26)
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
39
113
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
9
21
Tax effect of expenses that are not deductible in determining taxable profit
32
7
Tax effect of income not taxable in determining taxable profit
(28)
Change in unrecognised deferred tax assets
(78)
Adjustments in respect of prior years
172
(18)
Effect of change in corporation tax rate
4
77
Fixed asset differences
5
(35)
Other
12
Taxation charge/(credit) for the year
206
(26)
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 20 -
9
Intangible fixed assets
IT and software development
£'000
Cost
At 1 January 2023
10,051
Additions - internally developed
509
At 30 December 2023
10,560
Amortisation and impairment
At 1 January 2023
7,697
Amortisation charged for the year
518
At 30 December 2023
8,215
Carrying amount
At 30 December 2023
2,345
At 31 December 2022
2,354
10
Tangible fixed assets
Freehold property
Leasehold improvements
Equipment
Fixtures and fittings
Motor vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2023
505
50
5,617
1,443
1,539
9,154
Additions
315
62
123
500
Disposals
(391)
(5)
(118)
(514)
At 30 December 2023
505
50
5,541
1,500
1,544
9,140
Depreciation and impairment
At 1 January 2023
33
3,324
1,209
535
5,101
Depreciation charged in the year
2
307
41
211
561
Eliminated in respect of disposals
(293)
(3)
(78)
(374)
At 30 December 2023
35
3,338
1,247
668
5,288
Carrying amount
At 30 December 2023
505
15
2,203
253
876
3,852
At 31 December 2022
505
17
2,293
234
1,004
4,053
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
10
Tangible fixed assets
(Continued)
- 21 -
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
5
Motor vehicles
32
40
32
45
11
Stocks
2023
2022
£'000
£'000
Finished goods and goods for resale
3,304
2,228
The amount of stock recognised as an expense during the year was £12,049K (2022: £13,818K).
12
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Corporation tax recoverable
65
17
Amounts owed by group undertakings
11,326
7,749
Other debtors
1,020
815
Prepayments and accrued income
1,267
1,685
13,678
10,266
13
Creditors: amounts falling due within one year
2023
2022
Notes
£'000
£'000
Obligations under finance leases
15
8
11
Trade creditors
4,275
3,850
Amounts owed to group undertakings
31,641
27,427
Taxation and social security
241
259
Other creditors
72
53
Accruals and deferred income
637
634
36,874
32,234
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 22 -
14
Creditors: amounts falling due after more than one year
2023
2022
Notes
£'000
£'000
Obligations under finance leases
15
8
15
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£'000
£'000
Within one year
8
12
In two to five years
8
8
20
Less: future finance charges
(1)
8
19
16
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
596
436
Short term timing differences
(4)
-
592
436
2023
Movements in the year:
£'000
Liability at 1 January 2023
436
Charge to profit or loss
156
Liability at 30 December 2023
592
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 23 -
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
158
151
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.
Contributions totalling £58K (2022: £39K) were payable to the fund at the year end and are included in creditors.
18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £1 each
100
100
-
The company’s ordinary shares carry no rights to fixed dividends. Each ordinary share carries the right to one vote at General Meetings of the company.
19
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
384
245
Between two and five years
966
968
In over five years
163
404
1,513
1,617
OPTICAL EXPRESS (WESTFIELD) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2023
- 24 -
20
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Sales
Sales
2023
2022
£'000
£'000
Other related parties
767
33
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
13
13
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£'000
£'000
Other related parties
116
31
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
21
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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