REGISTERED NUMBER: 14221107 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 January 2024 |
for |
OHS Holdings Limited |
REGISTERED NUMBER: 14221107 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 January 2024 |
for |
OHS Holdings Limited |
OHS Holdings Limited (Registered number: 14221107) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 January 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
OHS Holdings Limited |
Company Information |
for the Year Ended 31 January 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Ian Sluckis BA FCA |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
Reedham House |
31 King Street West |
Manchester |
M3 2PJ |
OHS Holdings Limited (Registered number: 14221107) |
Group Strategic Report |
for the Year Ended 31 January 2024 |
The directors present their strategic report for the year ended 31 January 2024. |
The principal activity of the company was that of a holding company. The principal activity of the group during the period was of the online retail of homewares. |
REVIEW OF BUSINESS |
The Directors are pleased to report there has been a 39.2% increase in turnover to £47.8m compared to the prior period on an annualised basis, which is mostly attributable to growth of the group's own website through increasing the customer base, repeat purchases and expanding into new product categories as well as expansion into a number of new online marketplaces. |
Gross Profit for the year is 23.4% which is 2.7% points down on the prior period on an annualised basis, which reflects the increased supply chain costs during the year caused by macro-economic factors and continued investment in operational facilities to support the current and continued growth. |
The operating profit margin of the company was 8.8% which reflects a significant investment in the infrastructure and leadership of the business to support the rapid growth in turnover in recent years. This investment has provided a more robust platform to support the continued growth in the company. |
The net profit before taxation of the company was £4.2m which is £1.3m down on the prior period on an annualised basis due to the above investment. |
During the year the employee headcount increased to 148 overall. The company continues to invest in recruiting highly skilled, professional staff and strengthened the leadership team across all key internal functions to provide a strong organisational structure and capabilities to enable future business opportunities and support the company's growth. |
The business closed the year with a strong balance sheet and healthy cash flow position. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The business monitors any key principal risks that could be considered material to have an adverse effect on its activities. The directors and senior management are able to do this by reviewing operational and financial performance to identify any such risks. This is a key point of discussion in management meetings and is always high priority as one of the main areas for consideration. As well as recognising any new challenges, the company strives to adopt current best practice within its market sector. |
The business always endeavours to identify any potential risks to activities and adapt the workplace if required for its employees and processes, to enable continuity and support growth. |
The business will continue to make key strategic decisions based on the constant changes which are presented. |
DEVELOPMENT AND PERFORMANCE OF THE BUSINESS |
The company success is driven by our strength in securing high quality products that can be sold at best value prices to a loyal and growing customer base. Keeping up to date with latest trends and marketing our products across various digital platforms allows the business to stay relevant and maintain a profile that facilitates positive trading performance. |
Costs are continually monitored with bench marking exercises being undertaken on a regular basis to determine best price / best service both in terms of stock purchases and overhead costs. |
Stock management to ensure an efficient cycle is a constant activity, underpinned by strong supplier relationships and internal data analysis which is utilised to inform decision making. |
WORKING CAPITAL |
The Company meets its day to day working capital requirements through regular receipts from online customers, and trade credit terms secured from suppliers. Sales to other businesses are closely monitored to ensure adherence to agreed credit terms. Stock is regularly reviewed for accuracy, efficiency and ensure that the valuations are in line with UK accounting standards and is deemed fully recoverable. |
OHS Holdings Limited (Registered number: 14221107) |
Group Strategic Report |
for the Year Ended 31 January 2024 |
CORPORATE AND SOCIAL RESPONSIBILITY |
The company recognises its responsibilities in terms of equality and human rights towards its employees and individuals involved with the company. To these ends a high priority is given to ethical considerations in supplier and employee selection and partnership. The company has well established principles in respect of employee welfare and respect for the community. The company is aware of its environmental responsibilities and operates best practices to fulfil these. |
ON BEHALF OF THE BOARD: |
OHS Holdings Limited (Registered number: 14221107) |
Report of the Directors |
for the Year Ended 31 January 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 January 2024. |
DIVIDENDS |
An interim dividend of £100,472 per share was paid on 20 October 2023. The directors recommend that no final dividend be paid. |
The total distribution of dividends for the year ended 31 January 2024 will be £2,411,325. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
OHS Holdings Limited |
Opinion |
We have audited the financial statements of OHS Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
OHS Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
OHS Holdings Limited |
Auditors' 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 a Report of the Auditors 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 is detailed below: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
Identifying and assessing potential risks to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
Audit response to risks identified |
- the nature of the industry and sector, control environment and business performance; |
- results of enquiries of management about their own identification and assessment of the risks of irregularities; |
- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to: |
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
- the matters discussed among the audit engagement team and involving other internal specialists including tax regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risks of management override. |
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation. |
Audit response to risks identified |
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud. |
Our procedures to respond to risks identified included the following: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
- in addressing the risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
OHS Holdings Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Chartered Accountants |
Reedham House |
31 King Street West |
Manchester |
M3 2PJ |
OHS Holdings Limited (Registered number: 14221107) |
Consolidated |
Income Statement |
for the Year Ended 31 January 2024 |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
Notes | £ | £ |
TURNOVER | 3 | 47,764,497 | 24,962,406 |
Cost of sales | 36,579,668 | 17,854,466 |
GROSS PROFIT | 11,184,829 | 7,107,940 |
Administrative expenses | 7,469,691 | 2,361,783 |
3,715,138 | 4,746,157 |
Other operating income | 462,143 | 111,996 |
OPERATING PROFIT | 5 | 4,177,281 | 4,858,153 |
Interest receivable and similar income | 13,680 | - |
4,190,961 | 4,858,153 |
Interest payable and similar expenses | 6 | 8,646 | 927 |
PROFIT BEFORE TAXATION | 4,182,315 | 4,857,226 |
Tax on profit | 7 | 954,402 | 988,534 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 2,453,214 | 2,940,206 |
Non-controlling interests | 774,699 | 928,486 |
3,227,913 | 3,868,692 |
OHS Holdings Limited (Registered number: 14221107) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 31 January 2024 |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 3,227,913 | 3,868,692 |
OTHER COMPREHENSIVE INCOME |
Consolidation reserve | - | 6,264,777 |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
6,264,777 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
3,227,913 |
10,133,469 |
Total comprehensive income attributable to: |
Owners of the parent | 2,453,214 | 9,204,983 |
Non-controlling interests | 774,699 | 928,486 |
3,227,913 | 10,133,469 |
OHS Holdings Limited (Registered number: 14221107) |
Consolidated Balance Sheet |
31 January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 9 | 347,798 | 170,407 |
Investments | 10 | - | - |
347,798 | 170,407 |
CURRENT ASSETS |
Stocks | 11 | 9,296,878 | 8,123,933 |
Debtors | 12 | 3,100,680 | 5,035,404 |
Cash at bank | 3,511,737 | 4,928,041 |
15,909,295 | 18,087,378 |
CREDITORS |
Amounts falling due within one year | 13 | 7,265,645 | 10,109,161 |
NET CURRENT ASSETS | 8,643,650 | 7,978,217 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
8,991,448 |
8,148,624 |
PROVISIONS FOR LIABILITIES | 14 | 63,030 | 36,794 |
NET ASSETS | 8,928,418 | 8,111,830 |
CAPITAL AND RESERVES |
Called up share capital | 15 | 10 | 10 |
Consolidation Reserve | 16 | 6,264,777 | 6,264,777 |
Retained earnings | 16 | 5,393,420 | 2,940,206 |
SHAREHOLDERS' FUNDS | 11,658,207 | 9,204,993 |
NON-CONTROLLING INTERESTS | 17 | (2,729,789 | ) | (1,093,163 | ) |
TOTAL EQUITY | 8,928,418 | 8,111,830 |
The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2024 and were signed on its behalf by: |
M Cohen - Director |
OHS Holdings Limited (Registered number: 14221107) |
Company Balance Sheet |
31 January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 12 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | 24,999,900 |
The financial statements were approved by the Board of Directors and authorised for issue on |
OHS Holdings Limited (Registered number: 14221107) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 January 2024 |
Called up |
share | Retained | Consolidation |
capital | earnings | Reserve |
£ | £ | £ |
Changes in equity |
Issue of share capital | 10 | - | - |
Total comprehensive income | - | 2,940,206 | 6,264,777 |
Balance at 31 January 2023 | 10 | 2,940,206 | 6,264,777 |
Changes in equity |
Total comprehensive income | - | 2,453,214 | - |
Balance at 31 January 2024 | 10 | 5,393,420 | 6,264,777 |
Non-controlling | Total |
Total | interests | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 10 | - | 10 |
Dividends | - | (4,000,000 | ) | (4,000,000 | ) |
Total comprehensive income | 9,204,983 | 928,486 | 10,133,469 |
Non-controlling share on acquisition | - | 1,978,351 | 1,978,351 |
Balance at 31 January 2023 | 9,204,993 | (1,093,163 | ) | 8,111,830 |
Changes in equity |
Dividends | - | (2,411,325 | ) | (2,411,325 | ) |
Total comprehensive income | 2,453,214 | 774,699 | 3,227,913 |
Balance at 31 January 2024 | 11,658,207 | (2,729,789 | ) | 8,928,418 |
OHS Holdings Limited (Registered number: 14221107) |
Company Statement of Changes in Equity |
for the Year Ended 31 January 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - |
Balance at 31 January 2023 |
Changes in equity |
Balance at 31 January 2024 |
OHS Holdings Limited (Registered number: 14221107) |
Consolidated Cash Flow Statement |
for the Year Ended 31 January 2024 |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 2,452,971 | 9,517,405 |
Interest paid | (8,646 | ) | (927 | ) |
Tax paid | (1,191,299 | ) | (568,764 | ) |
Net cash from operating activities | 1,253,026 | 8,947,714 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (271,685 | ) | (51,668 | ) |
Interest received | 13,680 | - |
Net cash from investing activities | (258,005 | ) | (51,668 | ) |
Cash flows from financing activities |
Share issue | - | 10 |
Net cash acquired with subsidiaries | - | 31,985 |
Dividend paid - non-controlling interest | (2,411,325 | ) | (4,000,000 | ) |
Net cash from financing activities | (2,411,325 | ) | (3,968,005 | ) |
(Decrease)/increase in cash and cash equivalents | (1,416,304 | ) | 4,928,041 |
Cash and cash equivalents at beginning of year |
2 |
4,928,041 |
- |
Cash and cash equivalents at end of year | 2 | 3,511,737 | 4,928,041 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 January 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Profit before taxation | 4,182,315 | 4,857,226 |
Depreciation charges | 94,294 | 25,618 |
Finance costs | 8,646 | 927 |
Finance income | (13,680 | ) | - |
4,271,575 | 4,883,771 |
(Increase)/decrease in stocks | (1,172,945 | ) | 1,285,966 |
Decrease/(increase) in trade and other debtors | 1,934,724 | (4,345,798 | ) |
(Decrease)/increase in trade and other creditors | (2,580,383 | ) | 7,693,466 |
Cash generated from operations | 2,452,971 | 9,517,405 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 January 2024 |
31.1.24 | 1.2.23 |
£ | £ |
Cash and cash equivalents | 3,511,737 | 4,928,041 |
Period ended 31 January 2023 |
31.1.23 | 7.7.22 |
£ | £ |
Cash and cash equivalents | 4,928,041 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.2.23 | Cash flow | At 31.1.24 |
£ | £ | £ |
Net cash |
Cash at bank | 4,928,041 | (1,416,304 | ) | 3,511,737 |
4,928,041 | (1,416,304 | ) | 3,511,737 |
Total | 4,928,041 | (1,416,304 | ) | 3,511,737 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 January 2024 |
1. | STATUTORY INFORMATION |
OHS Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of consolidation |
Basis of consolidation |
The group financial statements include the financial statements of the company and all its subsidiary undertakings. |
The financial assets and liabilities of the subsidiary undertakings have been included at fair value. The excess of the fair value of the net assets acquired over the purchase consideration for the shares in subsidiary undertakings are recognised in the consolidated financial statements in other comprehensive income as consolidation reserves. |
Significant judgements and estimates |
In preparing these financial statements, the directors have had to make the following judgements: |
1. Tangible fixed assets |
Tangible fixed assets are depreciated over their useful lives, taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. |
2. Stock |
The stock is subject to ongoing review by the Directors. The review takes into account expected future sales of each stock item, both in terms of volume and sales price. Following this assessment, the Directors make a provision for stock items where they judge that the net realisable value is below the cost price. |
Turnover |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. |
Interest income |
Interest income is recognised in the statement of comprehensive income using the effective interest method. |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Plant and machinery | 15% on cost |
Fixtures & fittings | 20% on cost |
Motor vehicles | 25% on cost |
Computer equipment | 33.33% on cost |
Tangible fixed assets are recorded at cost less accumulated depreciation and accumulated impairment losses. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
The company and group's financial statements for the year ended 31 January 2024 have been prepared on a going concern basis as, after making appropriate enquiries, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
United Kingdom | 46,909,555 | 24,530,425 |
Europe | 462,666 | 172,299 |
United States of America | 392,276 | 259,682 |
47,764,497 | 24,962,406 |
4. | EMPLOYEES AND DIRECTORS |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Wages and salaries | 7,566,823 | 1,973,729 |
Social security costs | 358,143 | 94,007 |
Other pension costs | 58,507 | 11,343 |
7,983,473 | 2,079,079 |
The average number of employees during the year was as follows: |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
Senior management | 2 | 2 |
Sales & administration | 24 | 15 |
Warehouse | 122 | 60 |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Directors' remuneration | 110,891 | - |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Hire of plant and machinery | 56,878 | 13,300 |
Depreciation - owned assets | 94,294 | 25,619 |
Auditors' remuneration | 25,745 | 3,378 |
Other operating leases - land & buildings | 640,000 | 120,000 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Other interest | 8,646 | 927 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Current tax: |
UK corporation tax | 928,166 | 972,924 |
Deferred tax | 26,236 | 15,610 |
Tax on profit | 954,402 | 988,534 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
7.7.22 |
Year Ended | to |
31.1.24 | 31.1.23 |
£ | £ |
Profit before tax | 4,182,315 | 4,857,226 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
1,045,579 |
922,873 |
Effects of: |
Expenses not deductible for tax purposes | (53,596 | ) | 61,137 |
Capital allowances in excess of depreciation | (99 | ) | - |
Depreciation in excess of capital allowances | - | 4,524 |
Tax rate change | (37,482 | ) | - |
Total tax charge | 954,402 | 988,534 |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the year ended 31 January 2024. |
7.7.22 to 31.1.23 |
Gross | Tax | Net |
£ | £ | £ |
Consolidation reserve | 6,264,777 | - | 6,264,777 |
From 1 April 2023, the rate of corporation tax in the United Kingdom increased to 25%. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
9. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 February 2023 | 56,935 | 21,550 | 26,295 | 142,443 | 247,223 |
Additions | 53,901 | 3,875 | 90,072 | 123,837 | 271,685 |
At 31 January 2024 | 110,836 | 25,425 | 116,367 | 266,280 | 518,908 |
DEPRECIATION |
At 1 February 2023 | 8,139 | 2,404 | 7,672 | 58,601 | 76,816 |
Charge for year | 13,196 | 4,474 | 21,014 | 55,610 | 94,294 |
At 31 January 2024 | 21,335 | 6,878 | 28,686 | 114,211 | 171,110 |
NET BOOK VALUE |
At 31 January 2024 | 89,501 | 18,547 | 87,681 | 152,069 | 347,798 |
At 31 January 2023 | 48,796 | 19,146 | 18,623 | 83,842 | 170,407 |
10. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 February 2023 |
and 31 January 2024 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
10. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
OHS Midco Limited |
Registered office: Pin Mill House, Priestley Road, Worsley, Manchester M28 2LX |
Nature of business: Non-trading |
% |
Class of shares: | holding |
Ordinary | 76.00 |
2024 |
£ |
Aggregate capital and reserves | 10 |
Online Home Shop Limited - Indirectly held |
Registered office: Pin Mill House, Priestley Road, Worsley, Manchester M28 2LX |
Nature of business: Online retail of homewares. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves | 8,928,508 | 8,111,920 |
Profit for the year/period | 816,588 | 368,914 |
11. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Goods for resale | 9,296,878 | 8,123,933 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 2,280,354 | 4,558,932 |
Amounts owed by group undertakings | - | - |
Other debtors | 579,948 | 438,323 |
Prepayments | 240,378 | 38,149 |
3,100,680 | 5,035,404 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade creditors | 3,551,770 | 2,856,904 |
Amounts owed to group undertakings | - | - |
Tax | 378,166 | 641,299 |
Social security and other taxes | 2,042,502 | 2,198,883 |
Other creditors | 492,173 | 4,005,638 |
Accrued expenses | 801,034 | 406,437 |
7,265,645 | 10,109,161 |
14. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 63,030 | 36,794 |
Group |
Deferred |
tax |
£ |
Balance at 1 February 2023 | 36,794 |
Charge to Income Statement during year | 26,236 |
Balance at 31 January 2024 | 63,030 |
Analysis of deferred tax balance |
2024 | 2023 |
£ | £ |
Accelerated capital allowances | 63,030 | 36,794 |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary A | 2p | 2 | 2 |
Ordinary B | 4p | 4 | 4 |
Ordinary C | 4p | 4 | 4 |
10 | 10 |
OHS Holdings Limited (Registered number: 14221107) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 January 2024 |
16. | RESERVES |
Group |
Retained | Consolidation |
earnings | Reserve | Totals |
£ | £ | £ |
At 1 February 2023 | 2,940,206 | 6,264,777 | 9,204,983 |
Profit for the year | 2,453,214 | 2,453,214 |
At 31 January 2024 | 5,393,420 | 6,264,777 | 11,658,197 |
17. | NON-CONTROLLING INTERESTS |
The minority interest represents 24% of the share capital of OHS Midco Limited. |
18. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
During the year, the group paid donations amounting to £143,158 to charities in which the directors of the company and group are trustees. |
19. | RELATED PARTY DISCLOSURES |
Entities over which the entity has control, joint control or significant influence |
2024 | 2023 |
£ | £ |
Sales & services | 3,919,214 | 3,928,395 |
Goods & services | 770,000 | 1,298,409 |
Amount due from related party | 982,958 | 2,500,447 |
Amount due to related party | 550,214 | 4,037,000 |
20. | ULTIMATE CONTROLLING PARTY |
The company and group are under the control of its directors. |