Company registration number 11353298 (England and Wales)
OCL LONDON LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
OCL LONDON LIMITED
COMPANY INFORMATION
Directors
S Wong
A Barsam
A Mearza
R Angunawela
Company number
11353298
Registered office
55 New Cavendish Street
London
W1G 9TF
Auditor
Gravita II LLP
Aldgate Tower
2 Leman Street
London
E1 8FA
OCL LONDON LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10 - 11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 36
OCL LONDON LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 1 -
The directors present the strategic report for the year ended 30 November 2023.
Review of the business
OCL London Limited, founded in 2018, is a London based eye care and surgical specialist, providing a range of elective and clinical private procedures which are paid through self-paying and private medical insurance patients.
The company was founded by three surgeons who consolidated their individual practices and have grown to a team of four director consultants (including the three founders), and six associate consultants to provide its services.
As part of OCL Vision Group Ltd, the company operates from a stand-alone clinic in New Cavendish Street, part of London’s Harley Street Medical District. Revenue for the group has grown 16% year on year between Dec-21 and Nov-23, with the additional sites opened in Elstree (revenue generating from Apr-22) and Kensington (revenue generating from May-23). The activity is spread across the sites, but OCL London remains the largest unit, with c75% of the revenue being generated at the flagship clinic. It is the only centre in the group where laser eye surgery is performed and has a separate theatre for cataract surgery and a range of other ophthalmic procedures.
Having invested heavily in the company’s infrastructure, management’s strategic focus for the coming period is on consolidation of existing business and seeking opportunities for further expansion. Projections show continuation of revenue growth in the organic business, alongside gross margin expansion and a relatively fixed cost base, driving improved EBITDA margins.
OCL Vision has a nationally recognised brand and strong position in a highly resilient end-market with positive long-term trends. The expansion of the group to sites outside London increases the referral network and brand awareness, supporting growth at OCL London with some patient’s preferring to be treated in the prestigious district. An ability to spread work across its sites, and the balance of elective and clinical procedures with patients either self-funding or utilising private medical insurance gives access to a wider range of patients than some notable competitors.
Maturing of the existing sites and improved systems and processes will ensure maximisation of operating efficiencies and margins, while there are clear opportunities for inorganic growth within the UK, supported by continued investment in the latest technology and a highly skilled workforce.
Principal risks and uncertainties
The company generally benefits from relatively strong levels of operating cash flow (OCF) conversion principally driven by EBITDA generation. Cashflow broadly aligns with revenue periods, with self-pay patients (67% of revenue) paying upfront within 1-2 weeks of their surgery.
Insurers typically pay within 60 days of patient’s surgery; these and other Trade Debtors are managed through regular monitoring of outstanding amounts and liaison with debtors to resolve queries and reduce balances.
Trade creditors are managed in line with the payment terms which vary across suppliers, with whom the company maintains strong relationships.
The company’s capital expenditure has generally been funded utilising facilities with HSBC for Equipment Finance and capital loans, cashflow is managed to ensure there are sufficient funds to meet these payments. The remaining financing obligations for OCL London Limited will come to an end in 2024, the associated equipment has a c10 year useful economic life and are maintained either by extended warranty or maintenance contracts.
Despite operating in a highly competitive environment, the company’s location, brand strength and marketing activity ensure it remains well placed to capture new business, while growing its surgical workforce and expanding its referral base offer further opportunities to out-perform the market in future years.
OCL LONDON LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -
Key performance indicators
Key performance indicators are outlined below:
£m 2023 2022 2021
Turnover £11.1 £12.3 £10.2
Gross Profit £7.8 £8.9 £7.8
EBITDA (adj) £1.1 £4.8 £5.5
NB: 2022 performance includes Elstree clinic, business for the unit was transferred to OCL Elstree Ltd in Nov-22
A Mearza
Director
26 November 2024
OCL LONDON LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 30 November 2023.
Principal activities
The principal activity of the company and group continued to be that of ophthalmic services.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £367,890. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S Wong
A Barsam
A Mearza
R Angunawela
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
OCL LONDON LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 4 -
On behalf of the board
A Mearza
Director
26 November 2024
OCL LONDON LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OCL LONDON LIMITED
- 5 -
Opinion
We have audited the financial statements of OCL London Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 November 2023 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
OCL LONDON LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OCL LONDON LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
The extent to which the audit was considered capable of detecting irregularities including fraud.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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;
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 group, including the Companies Act 2006 and Taxation legislation.
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal expenses; 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.
OCL LONDON LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OCL LONDON LIMITED
- 7 -
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
understanding the business model as part of the control and business environment;
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.
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:
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 by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
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.
Other matters which we are required to address
Comparative information in the financial statements is derived from the company's prior period financial statements which were not audited.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Shona Munday BA FCA (Senior Statutory Auditor)
For and on behalf of Gravita II LLP
27 November 2024
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
OCL LONDON LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
4
11,149,347
12,257,373
Cost of sales
(3,370,205)
(3,398,686)
Gross profit
7,779,142
8,858,687
Administrative expenses
(7,217,400)
(4,853,711)
Other operating income
307
8,754
Operating profit
5
562,049
4,013,730
Interest receivable and similar income
9
11,350
140
Interest payable and similar expenses
10
(18,875)
(52,535)
Amounts written off investments
11
19,646
-
Profit before taxation
574,170
3,961,335
Tax on profit
12
247,130
(822,331)
Profit for the financial year
821,300
3,139,004
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
OCL LONDON LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023
30 November 2023
- 9 -
30 November 2023
28 November 2022
Notes
£
£
£
£
Fixed assets
Goodwill
14
1,994,390
2,346,561
Other intangible assets
14
78,581
5,956
Total intangible assets
2,072,971
2,352,517
Tangible assets
15
827,661
2,277,784
2,900,632
4,630,301
Current assets
Stocks
18
205,529
-
Debtors
19
3,395,043
1,345,029
Cash at bank and in hand
945,644
1,785,206
4,546,216
3,130,235
Creditors: amounts falling due within one year
20
(3,167,763)
(2,852,111)
Net current assets
1,378,453
278,124
Total assets less current liabilities
4,279,085
4,908,425
Creditors: amounts falling due after more than one year
21
(189,039)
(977,691)
Provisions for liabilities
Deferred tax liability
24
27,248
321,430
(27,248)
(321,430)
Net assets
4,062,798
3,609,304
Capital and reserves
Called up share capital
26
1,165
1,081
Share premium account
875,652
875,652
Profit and loss reserves
3,185,981
2,732,571
Total equity
4,062,798
3,609,304
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 26 November 2024 and are signed on its behalf by:
26 November 2024
A Mearza
Director
Company registration number 11353298 (England and Wales)
OCL LONDON LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023
30 November 2023
- 10 -
30 November 2023
28 November 2022
Notes
£
£
£
£
Fixed assets
Goodwill
14
1,987,119
2,346,561
Other intangible assets
14
78,581
5,956
Total intangible assets
2,065,700
2,352,517
Tangible assets
15
827,661
2,277,784
Investments
16
10
2,893,371
4,630,301
Current assets
Stocks
18
205,529
-
Debtors
19
3,395,043
1,345,029
Cash at bank and in hand
931,835
1,785,206
4,532,407
3,130,235
Creditors: amounts falling due within one year
20
(3,144,365)
(2,852,111)
Net current assets
1,388,042
278,124
Total assets less current liabilities
4,281,413
4,908,425
Creditors: amounts falling due after more than one year
21
(189,039)
(977,691)
Provisions for liabilities
Deferred tax liability
24
27,248
321,430
(27,248)
(321,430)
Net assets
4,065,126
3,609,304
Capital and reserves
Called up share capital
26
1,165
1,081
Share premium account
875,652
875,652
Profit and loss reserves
3,188,309
2,732,571
Total equity
4,065,126
3,609,304
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £823,628 (2022 - £3,139,004 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
OCL LONDON LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2023
30 November 2023
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 26 November 2024 and are signed on its behalf by:
26 November 2024
A Mearza
Director
Company registration number 11353298 (England and Wales)
OCL LONDON LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2021
1,081
875,652
3,791,567
4,668,300
Year ended 28 November 2022:
Profit and total comprehensive income
-
-
3,139,004
3,139,004
Dividends
13
-
-
(4,198,000)
(4,198,000)
Balance at 28 November 2022
1,081
875,652
2,732,571
3,609,304
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
821,300
821,300
Issue of share capital
26
84
-
84
Dividends
13
-
-
(367,890)
(367,890)
Balance at 30 November 2023
1,165
875,652
3,185,981
4,062,798
OCL LONDON LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2021
1,081
875,652
3,791,567
4,668,300
Year ended 28 November 2022:
Profit and total comprehensive income for the year
-
-
3,139,004
3,139,004
Dividends
13
-
-
(4,198,000)
(4,198,000)
Balance at 28 November 2022
1,081
875,652
2,732,571
3,609,304
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
823,628
823,628
Issue of share capital
26
84
-
84
Dividends
13
-
-
(367,890)
(367,890)
Balance at 30 November 2023
1,165
875,652
3,188,309
4,065,126
OCL LONDON LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
33
(124,091)
5,208,166
Interest paid
(18,875)
(52,535)
Income taxes paid
(374,280)
(965,105)
Net cash (outflow)/inflow from operating activities
(517,246)
4,190,526
Investing activities
Proceeds from disposal of business
1,354,525
-
Purchase of intangible assets
(85,318)
(1,690)
Purchase of tangible fixed assets
(213,458)
(1,388,628)
Proceeds from disposal of tangible fixed assets
145,503
-
Interest received
11,350
140
Net cash generated from/(used in) investing activities
1,212,602
(1,390,178)
Financing activities
Proceeds from issue of shares
84
-
Repayment of bank loans
(401,095)
401,095
Payment of finance leases obligations
(766,017)
339,141
Dividends paid to equity shareholders
(367,890)
(4,198,000)
Net cash used in financing activities
(1,534,918)
(3,457,764)
Net decrease in cash and cash equivalents
(839,562)
(657,416)
Cash and cash equivalents at beginning of year
1,785,206
2,442,622
Cash and cash equivalents at end of year
945,644
1,785,206
OCL LONDON LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
34
744
5,208,166
Interest paid
(18,875)
(52,535)
Income taxes paid
(519,280)
(965,105)
Net cash (outflow)/inflow from operating activities
(537,411)
4,190,526
Investing activities
Proceeds from disposal of business
1,354,525
Purchase of intangible assets
(77,239)
(1,690)
Purchase of tangible fixed assets
(313,487)
(1,388,628)
Proceeds from disposal of tangible fixed assets
251,898
Purchase of subsidiaries
(8,089)
Interest received
11,350
140
Net cash generated from/(used in) investing activities
1,218,958
(1,390,178)
Financing activities
Proceeds from issue of shares
84
-
Repayment of bank loans
(401,095)
401,095
Payment of finance leases obligations
(766,017)
339,141
Dividends paid to equity shareholders
(367,890)
(4,198,000)
Net cash used in financing activities
(1,534,918)
(3,457,764)
Net decrease in cash and cash equivalents
(853,371)
(657,416)
Cash and cash equivalents at beginning of year
1,785,206
2,442,622
Cash and cash equivalents at end of year
931,835
1,785,206
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 16 -
1
Accounting policies
Company information
OCL London Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 55 New Cavendish Street, London, W1G 9TF.
The group consists of OCL London Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company OCL London Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 November 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from the sale of services is in the form of ophthalmic services rendered. Turnover is recognised at the time in which the medical service is performed on the patient with any aftercare covered within this.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website and App
3 Years Straight Line
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold Land and Buildings
10 Years Straight Line
Plant and Equipment
25% Reducing Balance
Fixtures and Fittings
20% Reducing Balance
Computers
3 Years Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.9
Fixed asset investments
Interests in subsidiaries 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.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 18 -
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Cost comprises of finished goods only, predominantly consumables such as medications and disposable equipment used in the provision of ophthalmic surgeries and services.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.12
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
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 group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.15
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 21 -
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 if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
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.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental payable under operating leases are charged against income on a straight line basis over the lease term.
2
Change in accounting policy
Historically, OCL London Ltd have used a 15% policy for general bad debt provision. However, moving forward, they have opted to provide for 50% of the self-pay and foreign government departments balances aged over 90 days as well as providing for100% of all other balances aged over 90 days. This is deemed to be a general provision and is therefore disallowable for tax purposes.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 22 -
3
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Bad Debt Provision
Accounting for bad debt involves the use of estimates and judgements for determining the likely amount of debtor balances deemed to be irrecoverable.
The Directors regularly review the bad debt provision and make adjustments as necessary to reflect the estimated current expected recoverable amount of debtor balances. A significant change in the bad debt provision can have a significant change on the gross assets in the accounts for the period and is therefore considered to be a key accounting estimate.
4
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sales of Services - Ophthalmology Procedures
11,149,347
12,257,373
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
11,149,347
12,257,373
2023
2022
£
£
Other revenue
Interest income
11,350
140
5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
214,870
405,761
Loss on disposal of tangible fixed assets
6,366
-
Amortisation of intangible assets
364,864
367,754
Operating lease charges
379,238
419,027
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 23 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
30,600
-
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
51
50
51
50
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
3,656,141
1,411,801
3,656,141
1,411,801
Social security costs
78,122
159,656
78,122
159,656
Pension costs
33,507
27,189
33,507
27,189
3,767,770
1,598,646
3,767,770
1,598,646
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
1,957,468
-
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
610,723
-
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 24 -
9
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
11,350
140
10
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
5,077
14,624
Interest on finance leases and hire purchase contracts
13,798
37,911
Total finance costs
18,875
52,535
11
Amounts written off investments
2023
2022
£
£
Gain on disposal of financial assets held at fair value through profit or loss
19,646
-
12
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
11,135
693,819
Adjustments in respect of prior periods
36,637
Total current tax
47,772
693,819
Deferred tax
Origination and reversal of timing differences
(294,902)
128,512
Total tax (credit)/charge
(247,130)
822,331
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
12
Taxation
(Continued)
- 25 -
The actual (credit)/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
574,170
3,961,335
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
143,543
752,654
Tax effect of expenses that are not deductible in determining taxable profit
46,547
98,039
Unutilised tax losses carried forward
6,083
Effect of change in corporation tax rate
(11,429)
-
Group relief
(224,445)
Permanent capital allowances in excess of depreciation
(81,309)
(156,874)
Depreciation on assets not qualifying for tax allowances
49,420
-
Amortisation on assets not qualifying for tax allowances
83,919
Deferred Tax
(294,902)
128,512
Other tax adjustments
(8,190)
s455 (loans to participators)
42,739
Other
894
-
Taxation (credit)/charge
(247,130)
822,331
13
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
367,890
4,198,000
14
Intangible fixed assets
Group
Goodwill
Website and App
Total
£
£
£
Cost
At 29 November 2022
3,626,313
50,163
3,676,476
Additions
8,079
77,239
85,318
At 30 November 2023
3,634,392
127,402
3,761,794
Amortisation and impairment
At 29 November 2022
1,279,752
44,207
1,323,959
Amortisation charged for the year
360,250
4,614
364,864
At 30 November 2023
1,640,002
48,821
1,688,823
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
14
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 30 November 2023
1,994,390
78,581
2,072,971
At 28 November 2022
2,346,561
5,956
2,352,517
Company
Goodwill
Website and App
Total
£
£
£
Cost
At 29 November 2022
3,626,313
50,163
3,676,476
Additions
77,239
77,239
At 30 November 2023
3,626,313
127,402
3,753,715
Amortisation and impairment
At 29 November 2022
1,279,752
44,207
1,323,959
Amortisation charged for the year
359,442
4,614
364,056
At 30 November 2023
1,639,194
48,821
1,688,015
Carrying amount
At 30 November 2023
1,987,119
78,581
2,065,700
At 28 November 2022
2,346,561
5,956
2,352,517
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 27 -
15
Tangible fixed assets
Group
Leasehold Land and Buildings
Assets under construction
Plant and Equipment
Fixtures and Fittings
Computers
Total
£
£
£
£
£
£
Cost
At 29 November 2022
919,200
119,467
2,367,988
112,108
122,854
3,641,617
Additions
79,134
1,500
126,458
207,092
Business combinations
6,366
6,366
Disposals
(578,163)
(119,467)
(869,412)
(42,271)
(18,831)
(1,628,144)
At 30 November 2023
341,037
1,577,710
77,703
230,481
2,226,931
Depreciation and impairment
At 29 November 2022
181,045
1,061,098
41,754
79,936
1,363,833
Depreciation charged in the year
34,099
142,623
8,067
30,081
214,870
Eliminated in respect of disposals
(45,795)
(125,760)
(4,634)
(3,244)
(179,433)
At 30 November 2023
169,349
1,077,961
45,187
106,773
1,399,270
Carrying amount
At 30 November 2023
171,688
499,749
32,516
123,708
827,661
At 28 November 2022
738,155
119,467
1,306,890
70,354
42,918
2,277,784
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
15
Tangible fixed assets
(Continued)
- 28 -
Company
Leasehold Land and Buildings
Assets under construction
Plant and Equipment
Fixtures and Fittings
Computers
Total
£
£
£
£
£
£
Cost
At 29 November 2022
919,200
119,467
2,367,988
112,108
122,854
3,641,617
Additions
79,134
1,500
126,458
207,092
Disposals
(578,163)
(119,467)
(869,412)
(35,905)
(18,831)
(1,621,778)
At 30 November 2023
341,037
1,577,710
77,703
230,481
2,226,931
Depreciation and impairment
At 29 November 2022
181,045
1,061,098
41,754
79,936
1,363,833
Depreciation charged in the year
34,099
142,623
8,067
30,081
214,870
Eliminated in respect of disposals
(45,795)
(125,760)
(4,634)
(3,244)
(179,433)
At 30 November 2023
169,349
1,077,961
45,187
106,773
1,399,270
Carrying amount
At 30 November 2023
171,688
499,749
32,516
123,708
827,661
At 28 November 2022
738,155
119,467
1,306,890
70,354
42,918
2,277,784
16
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
17
10
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 29 November 2022
-
Additions
10
At 30 November 2023
10
Carrying amount
At 30 November 2023
10
At 28 November 2022
-
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 29 -
17
Subsidiaries
Details of the company's subsidiaries at 30 November 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Mark Wilkins Limited
United Kingdom
Ordinary
100.00
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
205,529
-
205,529
-
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,001,075
923,544
1,001,075
923,544
Corporation tax recoverable
243,441
243,441
Amounts owed by group undertakings
1,640,672
-
1,640,672
-
Other debtors
276,133
222,873
276,133
222,873
Prepayments and accrued income
233,722
198,612
233,722
198,612
3,395,043
1,345,029
3,395,043
1,345,029
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
22
110,768
110,768
Obligations under finance leases
23
108,452
370,410
108,452
370,410
Trade creditors
1,063,615
136,992
1,063,615
136,992
Amounts owed to group undertakings
346,512
473,147
Corporation tax payable
150,033
233,820
233,820
Other taxation and social security
177,545
54,660
177,545
54,660
Other creditors
885,281
990,972
885,281
990,972
Accruals and deferred income
436,325
954,489
436,325
954,489
3,167,763
2,852,111
3,144,365
2,852,111
Bank loans (referred to in Note 21) and overdrafts and other bank facilities are secured by way of a fixed and floating charge on the company's assets in favour of HSBC Bank Plc.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 30 -
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
22
290,327
290,327
Obligations under finance leases
23
181,637
685,696
181,637
685,696
Other creditors
7,402
1,668
7,402
1,668
189,039
977,691
189,039
977,691
Bank loans (referred to in Note 21) and overdrafts and other bank facilities are secured by way of a fixed and floating charge on the company's assets in favour of HSBC Bank Plc.
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
401,095
401,095
Payable within one year
110,768
110,768
Payable after one year
290,327
290,327
Bank loans of £1,034,950 were outstanding in OCL London Ltd's name as at 30 November 2023.
These loans consist of £870,00 drawn down in the current year to fund the set up of the Kensington Centre and £485,000 drawn down in the prior year to fund the set up of the Elstree Centre. These loans are repayable by February 2026 and November 2027 respectively.
Following the commencement of trade of OCL Elstree Ltd and OCL Kensington Ltd, the liabilities left on these loans were transferred to the respective Group Company in which the funds were being utilised hence the loans appearing to have been repaid in OCL London Ltd during the current year. However, these loans are still listed under OCL London Ltd's name and bank loans and overdrafts and other bank facilities for the Group are secured by way of a fixed and floating charge on the Company's assets in favour of HSBC Bank Plc.
23
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
108,452
1,056,106
108,452
1,056,106
In two to five years
181,637
181,637
290,089
1,056,106
290,089
-
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
23
Finance lease obligations
(Continued)
- 31 -
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 1.5 years (2022: 1.9 years). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
24
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
27,248
321,430
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
27,248
321,430
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 29 November 2022
321,430
321,430
Credit to profit or loss
(294,902)
(294,902)
Other
720
720
Liability at 30 November 2023
27,248
27,248
25
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
33,507
27,189
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 32 -
26
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
116,512
1,081
1,165
1,081
27
Acquisition of a business
On 30 November 2022 the group acquired the business of Mark Wilkins Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
6,366
-
6,366
Trade and other receivables
93,641
-
93,641
Cash and cash equivalents
46,803
-
46,803
Tax liabilities
(146,800)
-
(146,800)
Total identifiable net assets
10
-
10
Goodwill
8,079
Total consideration
8,089
The consideration was satisfied by:
£
Issue of shares
84
8,005
8,089
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
-
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 33 -
28
Disposals
On 29 November 2022 the company disposed of its 100% of business carried out at Elstree Centre.
Net assets disposed of
£
Property, plant and equipment
1,296,842
Trade and other receivables
38,037
1,334,879
Loss on disposal
19,646
Total consideration
1,354,525
The consideration was satisfied by:
£
Cash
1,354,525
29
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
448,473
444,554
448,473
444,554
Between two and five years
1,508,183
1,507,898
1,508,183
1,507,898
In over five years
4,808,567
5,184,087
4,808,567
5,184,087
6,765,223
7,136,539
6,765,223
7,136,539
Both the current and prior year figures above include operating lease commitments for the Elstree clinic.
Although the lease was transferred to OCL Elstree Limited following the disposal of the Elstree clinic's trade and assets to OCL Elstree Limited, the lease has remained in the name of OCL London Limited therefore the company is still responsible for this commitment.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 34 -
30
Related party transactions
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2023
2022
£
£
Group
Fellow group company
346,512
-
Key management personnel
65,169
-
Company
Fellow group company
346,512
-
Key management personnel
65,169
-
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Fellow group company
1,640,672
-
Company
Fellow group company
1,640,672
-
31
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director's Loan - S Wong
-
58,701
11,795
(39,669)
30,827
Director's Loan - A Barsam
-
218,155
1,093
(5,414)
213,834
Director's Loan - A Mearza
-
145,399
132,880
(38,460)
239,819
Director's Loan - R Angunawela
-
217,171
1,582
(12,000)
206,753
639,426
147,350
(95,543)
691,233
32
Controlling party
The ultimate parent company is OCL Vision Group Limited, which is incorporated in England and Wales.
The parent company's registered office is 55 New Cavendish Street, London W1G 9TF.
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 35 -
33
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Profit for the year after tax
821,300
3,139,004
Adjustments for:
Taxation (credited)/charged
(247,130)
822,331
Finance costs
18,875
52,535
Investment income
(11,350)
(140)
Loss on disposal of tangible fixed assets
6,366
-
Amortisation and impairment of intangible assets
364,864
367,754
Depreciation and impairment of tangible fixed assets
214,870
405,761
Other gains and losses
(19,646)
-
Movements in working capital:
(Increase)/decrease in stocks
(205,529)
158,057
(Increase)/decrease in debtors
(1,844,610)
307,353
Increase/(decrease) in creditors
777,899
(44,489)
Cash (absorbed by)/generated from operations
(124,091)
5,208,166
34
Cash generated from operations - company
2023
2022
£
£
Profit for the year after tax
823,628
3,139,004
Adjustments for:
Taxation (credited)/charged
(252,163)
822,331
Finance costs
18,875
52,535
Investment income
(11,350)
(140)
Amortisation and impairment of intangible assets
364,056
367,754
Depreciation and impairment of tangible fixed assets
214,870
405,761
Other gains and losses
(11,567)
-
Movements in working capital:
(Increase)/decrease in stocks
(205,529)
158,057
(Increase)/decrease in debtors
(1,844,610)
307,353
Increase/(decrease) in creditors
904,534
(44,489)
Cash generated from operations
744
5,208,166
OCL LONDON LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 36 -
35
Analysis of changes in net funds - company
29 November 2022
Cash flows
30 November 2023
£
£
£
Cash at bank and in hand
1,785,206
(853,371)
931,835
Borrowings excluding overdrafts
(401,095)
401,095
-
Obligations under finance leases
(1,056,106)
766,017
(290,089)
328,005
313,741
641,746
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