Company registration number 02613982 (England and Wales)
OXFORD CONSULTING GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
OXFORD CONSULTING GROUP LIMITED
COMPANY INFORMATION
Directors
Andrew Watson
Thomas Dalton
Carol Garbutt
Peter Kirkby
Laurie Morgan
Adam Price
Andrew Telford
Company number
02613982
Registered office
Suite A First Floor, Links 1
Old Woking Road
Old Woking
Woking
GU22 8BF
Auditor
Critchleys Audit LLP
First Floor, Park Central
40-41 Park End Street
Oxford
OX1 1JD
OXFORD CONSULTING GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
OXFORD CONSULTING GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
The company received dividends from its investments totalling £6,982,228 during the year.
Principal risks and uncertainties
The company holds 100% of the shares in OxfordSM Limited, which is its only source of income. OxfordSM Limited provides consulting services on sales and marketing strategy and capability development, predominantly to multi-national, multi-divisional companies across a wide range of industries and geographical locations. This has given the company reasonable protection from downturns in any particular industry and geography,
Andrew Telford
Director
31 October 2024
OXFORD CONSULTING GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of an investment holding company. The company holds 100% of the shares in OxfordSM Limited, which offers consulting services on sales and marketing strategy and capability development.
Results and dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £6,478,919. The directors recommend payment of a final dividend amounting to £600,000.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Andrew Watson
Vanessa Andrews
(Resigned 14 May 2024)
Thomas Dalton
Carol Garbutt
Peter Kirkby
Laurie Morgan
Adam Price
Andrew Telford
Financial instruments
The company's principal financial instruments comprise short term loans to group companies . The main purpose of these instruments is to finance the group's operations
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Andrew Telford
Director
31 October 2024
OXFORD CONSULTING GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
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;
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.
OXFORD CONSULTING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXFORD CONSULTING GROUP LIMITED
- 4 -
Opinion
We have audited the financial statements of Oxford Consulting Group Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, 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 31 December 2023 and of its 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.
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.
OXFORD CONSULTING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXFORD CONSULTING GROUP LIMITED (CONTINUED)
- 5 -
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, is detailed below.
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where applicable; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
OXFORD CONSULTING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OXFORD CONSULTING GROUP LIMITED (CONTINUED)
- 6 -
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims;
reviewing relevant correspondence.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
Robert Kirtland
Senior Statutory Auditor
For and on behalf of Critchleys Audit LLP
31 October 2024
Chartered Accountants
Statutory Auditor
First Floor, Park Central
40-41 Park End Street
Oxford
OX1 1JD
OXFORD CONSULTING GROUP LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Administrative expenses
(5,016)
(4,566)
Income from shares in group undertakings
5
6,982,228
1,000,000
Profit before taxation
6,977,212
995,434
Tax on profit
6
Profit for the financial year
6,977,212
995,434
The profit and loss account has been prepared on the basis that all operations are continuing operations.
OXFORD CONSULTING GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
£
£
Profit for the year
6,977,212
995,434
Other comprehensive income
-
-
Total comprehensive income for the year
6,977,212
995,434
OXFORD CONSULTING GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
8
4,800,000
4,800,000
Current assets
Debtors
10
3,875,000
3,875,000
Creditors: amounts falling due within one year
11
(5,016)
(503,309)
Net current assets
3,869,984
3,371,691
Net assets
8,669,984
8,171,691
Capital and reserves
Called up share capital
12
16,777
16,777
Share premium account
4,793,004
4,793,004
Profit and loss reserves
3,860,203
3,361,910
Total equity
8,669,984
8,171,691
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 31 October 2024 and are signed on its behalf by:
Andrew Telford
Director
Company registration number 02613982 (England and Wales)
OXFORD CONSULTING GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
16,777
4,793,004
3,852,626
8,662,407
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
995,434
995,434
Dividends
7
-
-
(1,486,150)
(1,486,150)
Balance at 31 December 2022
16,777
4,793,004
3,361,910
8,171,691
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
6,977,212
6,977,212
Dividends
7
-
-
(6,478,919)
(6,478,919)
Balance at 31 December 2023
16,777
4,793,004
3,860,203
8,669,984
OXFORD CONSULTING GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
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.
2
Accounting policies
Company information
Oxford Consulting Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite A First Floor, Links 1, Old Woking Road, Old Woking, Woking, GU22 8BF.
2.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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 prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Oxford Consultancy Group Limited. These consolidated financial statements are available from its registered office, Suite A First Floor, Links 1, Old Woking Road, Old Woking, GU22 8BF.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 12 -
2.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
2.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Income from dividends from investments is recognised when it is received.
2.4
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.
2.5
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 balance sheet 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.
Debtors
Debtors consist of amounts advanced to group undertakings.
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.
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
2.6
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.
3
Auditor's remuneration
Auditors' remuneration for the group is disclosed in the parent company's consolidated financial statements.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
5
Interest receivable and similar income
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
6,982,228
1,000,000
Disclosed on the profit and loss account as follows:
Income from shares in group undertakings
6,982,228
1,000,000
6
Taxation
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Taxation
(Continued)
- 14 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
6,977,212
995,434
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
1,641,079
189,132
Tax effect of income not taxable in determining taxable profit
(1,642,259)
(190,000)
Group relief
1,180
868
Taxation charge for the year
-
-
7
Dividends
2023
2022
£
£
Final paid
450,000
Interim paid
6,028,919
1,486,150
6,478,919
1,486,150
The proposed final dividend for the year ended 31 December 2023 is:
2023
2022
Per share
Total
Total
pence
£
£
A ordinary shares
171.43
600,000
450,000
The proposed final dividend has not been included as a liability in these financial statements.
8
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
9
4,800,000
4,800,000
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Subsidiaries
(Continued)
- 15 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
OxfordSM Limited
Suite A First Floor, Links 1, Old Woking
Road, Old Woking, Woking, GU22 8BF
Strategic business advice
Ordinary
100.00
-
OxfordSM Inc
105 Crest Road, New Providence, NJ 07974, USA
Strategic business advice
Ordinary
0
100.00
Oxford Sales & Marketing Limited
Suite A First Floor, Links 1, Old Woking
Road, Old Woking, Woking, GU22 8BF
dormant
Ordinary
0
100.00
10
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,875,000
3,875,000
11
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
5,016
503,309
12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
350,000
350,000
3,500
3,500
B ordinary shares of 1p each
547,000
547,000
5,470
5,470
C ordinary shares of 1p each
75,000
75,000
750
750
D ordinary shares of 1p each
680,000
680,000
6,800
6,800
E ordinary shares of 1p each
25,745
25,745
257
257
1,677,745
1,677,745
16,777
16,777
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Share capital
(Continued)
- 16 -
A shares have the following rights, preferences and restrictions:
Each A share shall rank equally for any dividends paid thereon, which dividends may be paid at the discretion of the directors and subject to the approval of a Founder Majority.
B shares have the following rights, preferences and restrictions:
Each B share shall rank equally for any dividends paid thereon, which dividends shall, subject to article 17.5, be declared in a non-cumulative aggregate amount in each financial period of the company equal to the amount by which the distributable profits of the company for that financial period exceed £1,100,000 subject to a maximum of £200,000.
C shares have the following rights, preferences and restrictions:
Each C share shall rank equally for any dividends paid thereon, which dividends shall, subject to article 17.5, be declared in a non-cumulative aggregate amount in each financial period of the company equal to the amount by which the distributable profits of the company for that financial period exceed £1,300,000 subject to a maximum of £200,000.
D shares and E shares have the following rights, preferences and restrictions:
Each D share and E share shall rank equally for any dividends paid thereon, which dividends shall, subject to article 17.5, be declared in a non-cumulative aggregate amount in each financial period of the company equal to the amount by which the distributable profits of the company for that financial period exceed £1,500,000.
In the event that the distributable profits for any financial periods of the company are sufficient to give rise to a right to a dividend in respect of the B, C, D and E shares, the directors shall notify the holders of shares of the relevant class of the amount of the potential dividend and shall seek the approval of the holders of at least 66.66% of the issued shares of the relevant class to declare the dividend. The directors shall not declare any dividend in respect of any B, C, D or E shares unless such approval have been obtained.
On a return of capital on liquidation, reduction of capital, buy-back of shares or otherwise, the surplus assets of the company remaining after payment of its liabilities shall be distributed:
a) first among the A shareholders until £4,800,000 of surplus assets have been distributed,
b) secondly, to the extent that the surplus assets exceed £4,800,000 they shall be distributed among the B shareholders until the aggregate amount of surplus assets distributed to the B shareholders equals £2,700,000,
c) thirdly, to the extent that the surplus assets exceed £7,500,000 they shall be distributed among the C shareholders until the aggregate amount of surplus assets distributed to the C shareholders equals £2,000,000,
d) fourthly, to the extent that the surplus assets exceed £9,500,000 they shall be distributed to the D shareholders.
e) fifthly, to the extent that the value of the surplus assets exceed £10,000,000 they shall be distributed among the E shareholders.
Any payment shall be made in proportion of the number of shares of the relevant class held by each of them. Every holder of A and B shares who is present in person or by proxy shall have one vote for every share of which he is the holder and whether on a show of hands or poll. The C, D and E shares shall not entitle the C, D or E shareholders to receive notice of or attend or vote at general meeting (or receive or vote in respect of any written resolutions) except, in each case, in respect of any resolution to amend or abrogate the rights attaching to the C, D or E shares as applicable.
OXFORD CONSULTING GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
13
Ultimate controlling party
The company's immediate parent is Oxford Consulting Holdings Limited, incorporated in England.
The most senior parent entity producing publicly available financial statements is Oxford Consultancy Group Limited. These financial statements are available upon request from the registered office. The registered office is Suite A First Floor, Links 1, Old Woking Road, Woking, GU22 8BF.
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