Company registration number 01228446 (England and Wales)
O & H HOLDINGS NO.2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
O & H HOLDINGS NO.2 LIMITED
COMPANY INFORMATION
Directors
D S Gabbay
E A Shahmoon
L E Shahmoon
R A Shahmoon
A Gabbay
A J Dalah
C Hanouka
Company number
01228446
Registered office
Ground Floor Trinity Court
Trinity Street
Peterborough
Cambridgeshire
PE1 1DA
Auditor
Goodman Jones LLP
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
O & H HOLDINGS NO.2 LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 37
O & H HOLDINGS NO.2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 1 -

The directors present the strategic report for the year ended 29 February 2024.

Fair review of the business

The Group's principal activities are that of estates management, property development, land ownership and letting of property.

 

The year ended 29 February 2024 has continued to be a year of consolidation for the O&H Group. The continuing focus has been to add value across the Group and the results show a strong net asset value of £215m (2023: £204m).

 

The most significant element of the group's turnover in the year is represented by the sale of residential and commercial sites within the Hampton development in Peterborough for £22m. The long term development of Hampton is continuing and the directors are encouraged by positive signs coming from the house building industry which will ensure the continued success of Hampton development.

 

On the 22 May 2023, the group entered into a buy-in policy with Just Group for the defined benefit pension scheme. At this point, the group made a one-off contribution to the scheme of £2.1m. The Scheme assets were disinvested and the required funds transferred to Just Group. The assets of the Scheme are now invested in an insurance policy matching the benefit payments due to the Scheme members.

 

It is the intention of the group to complete the buy-out stage of the process post year end.

O & H HOLDINGS NO.2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 2 -
Risk management

The directors have responsibility for the management of the risks facing the Group and in the assessment of those risks and in ensuring that those risks are monitored and reacted to. The directors allocate responsibility for risk within the Group's management structure.

 

The directors are kept up to date through regular reviews of the impact of economic scenarios. The directors monitor the financial performance of the Group at regular Executive meetings where comparisons against budgets and forecasts are made together with a review of key performance indicators and key projects being undertaken by the Group.

 

Employment policies are controlled by senior management and IT policies and internal control systems are regularly reviewed. The directors are not aware of any events of fraud or major external events affecting the Group's business.

 

The Group's operations are funded from operational cash flow which the directors regularly review. The management of cash is monitored daily with short and medium-term cash flows prepared daily and long-term cash flows discussed regularly in Executive meetings. The Group is not exposed to financial derivatives or currency fluctuations.

 

As part of Liquidity risk management, the financial stability of tenants, potential tenants and contractors is monitored as part of the Group's daily operations. The Group's portfolio is widely spread and is not dominated by any single tenant or any single market.

 

The Group's major construction project programmes are reviewed regularly to ensure they meet the Group's obligations under any planning consents, sale contracts and finance agreements.

 

The directors believe that the Group's procurement methods, which include competitive tendering, ensure good control over build costs and, wherever possible, fixed price contracts are awarded. The directors monitor progress of each contract on a regular basis to ensure that the delivery of the project is being achieved efficiently and meets the obligations under the building contracts. In order to minimise the construction risk, full building contracts are entered into with contractors and all warranties and other contractual matters are included in the contract packages and vigorously monitored.

 

As far as possible, the financial status or "credit rating" of all major tenants, suppliers and contractors is monitored on an ongoing basis.

 

Our executives and staff have worked hard to achieve the results shown in these financial statements and the board offers its thanks to them all.

Key performance indicators

The board considers the following KPI's to be important in its management of the Group's business:

 

Development properties and land

 

The group derives its principal revenue from purchasing land and buildings, enhancing its value through obtaining planning permission and its subsequent sale. The KPI is therefore the price generated per acre of land sold.

 

Rental and other income

 

The group monitors and seeks to maximise rental income generated whilst properties are held.

O & H HOLDINGS NO.2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 3 -
Going concern

The directors have considered the group's financial position and prospects and believe that the group continues to remain a going concern. Further details of this are included in the notes to the financial statements.

 

Section 172(1) statement

The board considers that they have adhered to the requirements of section 172 of the Companies Act 2006 (the “Act”) and have, in good faith, acted in a way that they consider could be most likely to promote the success of the group for the benefit of its shareholders and, in doing so, have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision making.

 

The board acknowledges that the business can only grow and prosper over the long-term if it understands and respects the views and needs of the Group’s customers, employees, suppliers, lenders and other stakeholders to whom we are accountable, as well as the environment we operate within.

 

Key stakeholders

The directors ensure that the requirements or section 172 are always met and considered through a combination of the following:

 

Employees

The group and parent company have continued to maintain the commitment to employee involvement throughout the business. Employees are kept well informed of the performance and objectives of the group through personal briefings, regular meetings and e-mail.

 

Customers

The Group’s customers are tenants or property purchasers of development land. The group and parent company have continued to work to ensure customers’ needs are met properly with robust continuity plans. This includes regular meetings with managing agents and developers to ensure issues are known. The impact of decisions made by the board on customers are considered to ensure continued good relationships.

 

Suppliers

The directors have increased their consideration of the financial health of suppliers to ensure business continuity and support the long-term success of the business. This includes more robust analysis of financial statements to ensure risks of failure are limited.

O & H HOLDINGS NO.2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 4 -
Principal decisions

For the year ending 29 February 2024, the board consider that the following examples of principal decisions that it made in the year.

 

The board has continued to maintain its social media and internet presence so it can communicate better with customers, suppliers and the wider community.

 

On behalf of the board

E A Shahmoon
Director
26 November 2024
O & H HOLDINGS NO.2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 5 -

The directors present their annual report and financial statements for the year ended 29 February 2024.

Results and dividends

The results for the year are set out on page 10.

Interim ordinary dividends were not paid during the year (2023: £Nil). The directors do not recommend payment of a final dividend.

Directors

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

D S Gabbay
E A Shahmoon
L E Shahmoon
R A Shahmoon
A Gabbay
A J Dalah
C Hanouka
Qualifying third party indemnity provisions

Qualifying third party indemnity provisions for the benefit of the group's directors were paid by a subsidiary company during the year. These provisions remain in force at the reporting date.

Political donations

During the year the group made political and charitable contributions of £30,000 (2023: £16,500).

Auditor

In accordance of the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. All subsidiary companies within the group fall below the reporting limits.

O & H HOLDINGS NO.2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 6 -
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:

 

 

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.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 which would be presented in the directors' report. It has done so in respect of risk management and going concern.

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.

On behalf of the board
E A Shahmoon
Director
26 November 2024
O & H HOLDINGS NO.2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF O & H HOLDINGS NO.2 LIMITED
- 7 -
Opinion

We have audited the financial statements of O & H Holdings No.2 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

O & H HOLDINGS NO.2 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O & H HOLDINGS NO.2 LIMITED
- 8 -
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:

 

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 group or 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, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

O & H HOLDINGS NO.2 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O & H HOLDINGS NO.2 LIMITED
- 9 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s 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.

Paul Bailey (Senior Statutory Auditor)
For and on behalf of Goodman Jones LLP
26 November 2024
Chartered Accountants
Statutory Auditor
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
O & H HOLDINGS NO.2 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 10 -
2024
2023
Notes
£000
£000
Turnover
3
22,873
65,518
Cost of sales
(15,062)
(22,856)
Gross profit
7,811
42,662
Administrative expenses
(2,258)
(2,860)
Other operating income
2,062
2,219
Impairment of stock
-
0
(483)
Pension buy in and associated costs
(2,112)
-
0
Operating profit
6
5,503
41,538
Interest receivable and similar income
7
353
11
Profit before taxation
5,856
41,549
Tax on profit
9
(138)
(8,013)
Profit for the financial year
20
5,718
33,536
Profit for the financial year is all attributable to the owners of the parent company.
O & H HOLDINGS NO.2 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 11 -
2024
2023
£000
£000
Profit for the year
5,718
33,536
Other comprehensive income
Actuarial gain/(loss) on defined benefit pension schemes
-
0
(281)
Total comprehensive income for the year
5,718
33,255
Total comprehensive income for the year is attributable to:
- Owners of the parent company
5,718
33,255
- Non-controlling interests
-
-
5,718
33,255
Total comprehensive income for the year is all attributable to the owners of the parent company.
O & H HOLDINGS NO.2 LIMITED
GROUP BALANCE SHEET
AS AT
29 FEBRUARY 2024
29 February 2024
- 12 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Tangible assets
10
1
291
Current assets
Stocks
13
47,728
48,608
Debtors falling due after more than one year
14
2,502
4,757
Debtors falling due within one year
14
208,482
198,102
Cash at bank and in hand
3,326
175
262,038
251,642
Creditors: amounts falling due within one year
15
(12,031)
(14,052)
Net current assets
250,007
237,590
Total assets less current liabilities
250,008
237,881
Provisions for liabilities
Provisions
17
34,836
28,147
Deferred tax liability
18
5,503
5,503
(40,339)
(33,650)
Net assets excluding pension liability
209,669
204,231
Defined benefit pension liability
21
-
(281)
Net assets
209,669
203,950
Capital and reserves
Called up share capital
19
25
25
Revaluation reserve
20
25,137
25,137
Profit and loss reserves
20
184,507
178,788
Total equity
209,669
203,950
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
E A Shahmoon
Director
Company registration number 01228446 (England and Wales)
O & H HOLDINGS NO.2 LIMITED
COMPANY BALANCE SHEET
AS AT 29 FEBRUARY 2024
29 February 2024
- 13 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
11
11
11
Current assets
Debtors
14
205,018
199,091
Cash at bank and in hand
1,347
25
206,365
199,116
Creditors: amounts falling due within one year
15
(208,934)
(194,619)
Net current (liabilities)/assets
(2,569)
4,497
Net (liabilities)/assets
(2,558)
4,508
Capital and reserves
Called up share capital
19
25
25
Profit and loss reserves
20
(2,583)
4,483
Total equity
(2,558)
4,508

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £7,065,799 (2023 - £171,611 loss).

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
E A Shahmoon
Director
Company Registration No. 01228446
O & H HOLDINGS NO.2 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 14 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£000
£000
£000
£000
Balance at 1 March 2022
25
27,947
142,723
170,695
Year ended 28 February 2023:
Profit for the year
-
-
33,536
33,536
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(281)
(281)
Total comprehensive income
-
-
33,255
33,255
Transfer of revaluation of investment properties realised
-
(2,810)
2,810
-
Balance at 28 February 2023
25
25,137
178,788
203,950
Year ended 29 February 2024:
Profit and total comprehensive income
-
-
5,718
5,718
Balance at 29 February 2024
25
25,137
184,507
209,669
O & H HOLDINGS NO.2 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 15 -
Share capital
Profit and loss reserves
Total
£000
£000
£000
Balance at 1 March 2022
25
4,654
4,679
Year ended 28 February 2023:
Loss and total comprehensive income for the year
-
(171)
(171)
Balance at 28 February 2023
25
4,483
4,508
Year ended 29 February 2024:
Loss and total comprehensive income for the year
-
(7,066)
(7,066)
Balance at 29 February 2024
25
(2,583)
(2,558)
O & H HOLDINGS NO.2 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 16 -
2024
2023
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from operations
26
4,571
5,489
Income taxes paid
(1,774)
(6,570)
Net cash inflow/(outflow) from operating activities
2,797
(1,081)
Investing activities
Interest received
354
11
Net cash generated from investing activities
354
11
Net increase/(decrease) in cash and cash equivalents
3,151
(1,070)
Cash and cash equivalents at beginning of year
175
1,245
Cash and cash equivalents at end of year
3,326
175
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 17 -
1
Accounting policies
Company information

O & H Holdings No.2 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA.

 

The group consists of O & H Holdings No.2 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 £000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value.

Parent company disclosure exemptions

 

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

 

 

The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated statement of comprehensive income and balance sheet include the financial statements of the company and it's subsidiary undertakings as at 29 February 2024 using the acquisition method of accounting. The results of subsidiary undertakings are included from the date on which control in the subsidiary passes to the group.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Going concern

In making their assessment of the ability of the group and company to continue as a going concern, the directors have prepared detailed cash flow projections for the group and company. The parent undertaking, O&H Strategic Land Limited, has prepared the same on a consolidated basis. These projections have been prepared to February 2027 and include sensitivities in cash inflows for potential reductions in activities. These projections show, in all scenarios, that the group remains liquid, however each individual company (including O & H Holdings No.2 Limited) has limited or no cash.

 

The company has received a letter from the parent company (O&H Strategic Land Limited) confirming that the parent company operates a cash management treasury function for the O&H Strategic Land Limited group. The cash is pooled and held within O&H Strategic Land Limited. The letter confirms that they are holding that cash and that the directors of this group continue to have full and unfettered access to it.

 

On this basis, the directors consider that both the group and the company will be able to discharge their obligations in the ordinary course of business for a period of at least twelve months from the date when the financial statements are authorised for issue and consider it appropriate to continue to prepare these financial statements on a going concern basis.

1.4
Turnover

Turnover, which is stated net of VAT, is derived from sale proceeds of development properties, the value of development properties completed during the period, together with rental and other property related income on an accruals basis. Sales of stock and development properties are typically recognised at the time of legal completion of the transaction as this represents the point when the risks and rewards are transferred from the group. Turnover arises within the United Kingdom.

1.5
Interest income

Interest income is recognised in the profit or loss using the effective interest method.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% per annum on straight line basis
Plant and equipment
33% per annum on straight line basis
Motor vehicles
10-25% per annum on straight line basis

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 profit and loss account.

1.7
Fixed asset investments

Investments in subsidiaries are measured at cost less any accumulated impairment . Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issues together with the fair value of any additional consideration paid.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 19 -

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

 

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

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

1.9
Stocks

Stocks are valued at the lower of cost and net realisable value and include finance costs attributable to individual developments during their construction. Where properties held in stock were transferred from investment property, the cost is the fair value at the date the land was transferred into stock

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
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 balance sheet 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.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 20 -
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.

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.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 21 -
1.12
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.

1.13
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 profit and loss account 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.

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 profit and loss account, 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.

1.14
Provisions

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

 

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

 

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

 

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 22 -
1.15
Pension costs

Contributions to the group's defined contribution pension scheme are charged to profit or loss in the year in which they became payable.

 

One of the subsidiaries of the group operates a group defined benefit pension plan hence the defined benefit scheme assets, liabilities, income and costs are recognsied by the individual group company.

 

The difference between the fair value of the assets held in the group's defined benefit pension scheme and the scheme's liabilities measured on an actuarial basis using the projected unit method are recognised in the group's balance sheet as a pension asset or liability as appropriate. The carrying value of any resulting pension scheme asset is restricted to the extent that the group is able to recover the surplus either through reduced contributions in the future or through refunds from the scheme.

1.16
Leases

Leased assets: Lessor

Where assets leased to a third party give rights approximating to ownership (finance leases), the assets are treated as if they had been sold outright. The amount removed from the fixed assets is the net book value on disposal of the asset. The profit on disposal, being the excess of the present value of the minimum leases payments over net book value is credited to profit or loss.

 

Lease payments are analysed between capital and interest components so that the interest element of the payment is credited to profit or loss over the term of the lease and represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts owed by the lessee.

 

All other leases are treated as operating leases. Their annual rentals are charged to profit or loss on a straight-line basis over the term of the lease.

Leased assets: Lessee

Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor.

 

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to profit or loss over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital reduces the amounts payable to the lessor.

1.17

Debtors

Short term debtors are measured at transaction price, less any impairment. Other assets including deferred consideration are measured at fair value, net of any transaction costs, and are measured subsequently at amortised cost using the effective interest method.

1.18

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 23 -
1.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

1.20
Rental income
Rental income represents the rent receivable for the letting of property in the United Kingdom.

Benefits to lessees in the form of rent free periods are treated as a reduction in the overall return of the lease and in accordance with section 20 of FRS 102, are recognised on a straight line basis over the lease. Capital contributions paid to tenants are shown as a debtor and amortised over the period of the lease.
                                                                                                                                                                                  However, the company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard (1 March 2014) to continue to be charged over the shorter period to the first market rent review rather than the term of the lease.
2
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.

 

Impairment review

Determine whether there are indicators of impairment of the group's tangible assets and fixed asset investments. Factors taken into consideration in reaching such a determination include the economic viability and expected future financial performance of the asset and whether it is a component of larger cash-generating unit, the viability and expected future performance of that unit.

 

Stock

The carrying value of stocks requires management judgement in determining the profitability of each project at the point of sale. The group gives consideration to the status of each project, stage of development, current tenants and revenues and market conditions, to ensure stocks are valued at the lower of cost and net realisable value.

 

Accrued income on land sales

Where the risks and rewards of land sales have been transferred, the group recognises the sale but the consideration receivable may be based on contractual arrangements with house developers such that the value is dependent on final completion values of such developments. Where this is the case the group assesses the expected sales value outcome over the contract term based on the contractual arrangements, uncertainties of value and receipt, market value data available and discounts these sales using discount rates reflective of what such contracts would be subject to in an arms length market transaction scenario.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -

Provisions

Provisions recognised in the accounts are calculated based on the forecast overall profitability of each site within the development. This takes into account the time scales of development and the contractual requirements such as S106 commitments and other onerous arrangements.

 

Defined benefit scheme assumptions

The costs, assets and liabilities of the defined benefit scheme operated by the group are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 22. The group takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have a significant effect of the Statement of Comprehensive Income and the Balance Sheet.

 

Defined benefit scheme - buy-in

At the time of entering into the buy-in transaction, the intention of the directors was to proceed to buy-out and as there are no barriers, the settlement will be expensed through the Statement of Comprehensive Income.

 

Deferred taxation

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except:

 

 

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

3
Turnover and other revenue
2024
2023
£000
£000
Turnover analysed by class of business
Rental income
276
168
Sales of development properties and land
21,836
64,506
Other
761
844
22,873
65,518
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 25 -
4
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
17
20
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Wages and salaries
888
1,596
-
0
-
0
Social security costs
114
217
-
-
Pension costs
84
94
-
0
-
0
1,086
1,907
-
0
-
0
5
Directors' remuneration

No remuneration was paid to the directors for the year ended 29 February 2024 or the prior year.

6
Operating profit
2024
2023
£000
£000
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
10
5
Impairment of owned tangible fixed assets
280
-
Operating lease rentals - rent of land and buildings
12
51
Auditor's Remuneration:
-audit services
-parent company
11
10
-subsidiary companies
45
42
-taxation services
47
44
7
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
15
-
0
Other interest income
338
11
Total income
353
11
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
7
Interest receivable and similar income
(Continued)
- 26 -

Investment income includes the following:

Interest on financial assets held at amortised cost
351
11
8
Interest payable and similar expenses
2024
2023
£000
£000
Defined benefit pension - interest cost
-
291
Defined benefit pension - interest income
-
0
(291)
Total finance costs
-
0
-
0
9
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
887
8,737
Adjustments in respect of prior periods
(749)
(9)
Total current tax
138
8,728
Deferred tax
Origination and reversal of timing differences
-
0
(715)
Total tax charge
138
8,013

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:

2024
2023
£000
£000
Profit before taxation
5,856
41,549
Expected tax charge based on the standard rate of corporation tax in the UK of 24.50% (2023: 19.00%)
1,435
7,894
Tax effect of expenses that are not deductible in determining taxable profit
444
843
Adjustments in respect of prior years
-
0
(9)
Group relief
(992)
-
0
Under/(over) provided in prior years
(749)
-
0
Change in tax rates on defered tax provision
-
0
(715)
Taxation charge
138
8,013
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
9
Taxation
(Continued)
- 27 -

Factors that may affect future tax charges

 

The Finance Bill 2021, published on 11 March 2021, increased the main rate of Corporation tax to 25% for the year commencing 1 April 2023.

 

The deferred taxation liability has therefore been calculated at 25%, being the rate substantively enacted at the Balance Sheet date.

10
Tangible fixed assets
Group
Freehold land and buildings
Plant, fixetures and fittings
Motor vehicles
Total
£000
£000
£000
£000
Cost
At 1 March 2023 and 29 February 2024
441
3,249
60
3,750
Depreciation and impairment
At 1 March 2023
150
3,249
60
3,459
Depreciation charged in the year
10
-
0
-
0
10
Impairment losses
280
-
0
-
0
280
At 29 February 2024
440
3,249
60
3,749
Carrying amount
At 29 February 2024
1
-
0
-
0
1
At 28 February 2023
291
-
-
0
291
The company had no tangible fixed assets at 29 February 2024 or 28 February 2023.

More information on impairment movements in the year is given in note .

11
Fixed asset investments
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Unlisted investments
-
0
-
0
11
11
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
11
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Investments
£000
Cost or valuation
At 1 March 2023 and 29 February 2024
11
Carrying amount
At 29 February 2024
11
At 28 February 2023
11
12
Subsidiaries

Details of the company's subsidiaries at 29 February 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
City & St James Property Holdings Limited
(a)
Property investment
Ordinary
-
100.00
Harlow Business Park Management Limited
(a)
Property management
Ordinary
-
100.00
J F Ashton Limited
(a)
Property investment
Ordinary
-
100.00
O & H Colchester Limited
(a)
Property development
Ordinary
100.00
-
O & H Hampton Limited
(a)
Property development
Ordinary
-
100.00
O & H Properties Limited
(a)
Property trading and investment
Ordinary
100.00
-
St James Property (Grosvenor Place) Limited
(a)
Property investment
Ordinary
100.00
-
St James Property Developments Limited
(a)
Property development
Ordinary
-
100.00
Strawboat Limited
(a)
Property development
Ordinary
100.00
-
Value Nature Limited
(a)
Property development
Ordinary
-
100.00
Hampton (Peterborough) Management Limited
(a)
Property management
Ordinary
-
100.00

(a) Incorporated in England and Wales.

 

 

The registered office address of all the above is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 29 -
13
Stocks
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Properties for resale
480
480
-
-
Development land and property
40,299
41,372
-
-
Land
6,949
6,756
-
0
-
0
47,728
48,608
-
-

Stock of £2,725,173 (2023 - £1,367,930) was recognised as an expense in the year.

 

The company holds no stock.

14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
387
2,689
-
0
-
0
Corporation tax recoverable
11
11
-
0
-
0
Amounts owed by group undertakings
-
-
1
7,089
Amounts owed by related parties
205,017
192,002
205,017
192,002
Other debtors
448
1,493
-
0
-
0
Prepayments and accrued income
2,619
1,907
-
0
-
0
208,482
198,102
205,018
199,091
Amounts falling due after more than one year:
Prepayments and accrued income
2,502
4,757
-
0
-
0
Total debtors
210,984
202,859
205,018
199,091

There are no formal arrangements in place for the repayment of amounts owed by related parties and interest is not charged on these balances.

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 30 -
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Trade creditors
163
240
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
202,015
187,646
Amounts owed to related parties
6,790
6,845
6,790
6,845
Corporation tax payable
4,480
6,116
-
0
-
0
Other taxation and social security
32
49
-
-
Other creditors
262
195
129
128
Accruals and deferred income
304
607
-
0
-
0
12,031
14,052
208,934
194,619

Amounts owed to related parties are interest free and repayable on demand.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Financial assets
Financial assets measured at amortised cost
213,967
202,462
206,364
199,117
Financial liabilities
Financial liabilities measured at amortised cost
42,299
36,017
208,933
194,619

Financial instruments measured at amortised cost comprise trade debtors, accrued income, other loans, sundry debtors, amounts owing from related parties and cash at bank.

 

Financial liabilities measured at amortised cost comprise borrowings, accruals, trade creditors, amounts owing to related parties and other creditors.

 

Information regarding the Group’s exposure to and management of credit risk, liquidity risk, market risk, cash flow interest rate risk, and foreign exchange risk is included in the strategic report.

 

17
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Development provision accruals
32,268
25,888
-
-
Environmental provision
2,568
2,259
-
-
34,836
28,147
-
-
Deferred tax liabilities
18
5,503
5,503
-
0
-
0
40,339
33,650
-
0
-
0
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
17
Provisions for liabilities
(Continued)
- 31 -
Movements on provisions:
Development provision accruals
Environmental provision
Total
Group
£000
£000
£000
At 1 March 2023
25,888
2,259
28,147
Additional provisions in the year
6,380
309
6,689
At 29 February 2024
32,268
2,568
34,836

The environmental provisions represent ongoing rectification liabilities at the Groups sites.

 

The development provision accruals relates to S106 and other onerous arrangements in place on the Group as a result of property development activities of the Group. The timing of settlement is uncertain but will fall within the next 10 years.

 

The company has no provisions for liabilities.

 

18
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£000
£000
Appropriation gains rolled over
5,503
5,503
The company has no deferred tax assets or liabilities.
There were no deferred tax movements in the year.
19
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
24,800
24,800
25
25
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 32 -
20
Reserves

Revaluation reserve

 

Revaluation reserve represents cumulative revaluation movements in the fair value of previously held investment properties which have been appropriated to stock, gross of any deferred tax impact.

 

On disposal of a property any cumulative revaluation movements relating to the disposed property which are realised will be transferred to the profit and loss reserve.

 

Profit and loss account

 

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments discussed above in relation to the revaluation reserve.

 

Share capital

 

Called up share capital reserve represents the nominal value of the shares issued.

 

O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 33 -
21
Pension commitments

The group operates a Defined Benefit Pension Scheme.

 

Several pension schemes are operated by the group. The major scheme is a defined benefit scheme and was established under an irrevocable Deed of Trust by O&H Properties Limited for its employees. The Deed determines the appointment of trustees to the fund. The scheme is managed by a corporate trustee accountable to the pension scheme members. The trustees of the fund are required to act in the best interests of the beneficiaries.

 

Pension benefits generally depend upon age, length of service and salary level. The company provides retirees with at least five years of service and who are at least age 55 with post retirement benefits.

 

A full actuarial valuation of the defined benefit scheme was carried out at 31 December 2019 and updated at 28 February 2023 by a qualified independent actuary on an FRS 102 basis.

 

During the year, the scheme entered into a buy-in policy with Just Group on 22 May 2023. Further details of this are disclosed below.

 

Reconciliation of present value of plan liabilities:

2024
2023
£000
£000
Reconciliation of present value of plan liabilities
At the beginning of the year
-
(11,455)
Interest cost
-
(291)
Actuarial gains/losses
-
3,124
Past service cost
-
(75)
Settlements
-
1,859
Benefits paid
-
309
At the end of the year
-
(6,529)
Composition of plan liabilities:
2024
2023
£000
£000
Schemes wholly or partly funded
-
(6,529)
Reconciliation of present value of plan assets:
2024
2023
£000
£000
At the beginning of the year
-
12,750
Interest income
-
291
Expected rate of return on plan assets
-
(4,289)
Benefits paid
-
(309)
Settlements
-
(2,195)
At the end of the year
-
6,248
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
21
Pension commitments
(Continued)
- 34 -
Composition of plan assets:
2024
2023
£000
£000
Corporate bonds
-
3,267
Index linked gilts
-
1,736
Cash
-
571
LDI
-
674
Total plan assets
-
5,574

Overall expected rate of return on plan assets is based upon historical returns of the investment performance adjusted to reflect expectations of future long-term returns by asset class.

2024
2023
£000
£000
Fair value of plan assets
-
6,248
Present value of plan liabilities
-
(6,529)
Net pension scheme liability
-
(281)
The amounts recognised in the Statement of Comprehensive Income are as follows:
2024
2023
£000
£000
Current service cost
-
-
Analysis of amount recognised in other comprehensive income:
2024
2023
£000
£000
Actual return less expected return on pension plan assets
-
(4,289)
Changes in assumptions underlying the present value of the scheme liabilites
-
3,124
Limit on recognition of assets excluding amounts including in net interest
-
884
Actuarial losses recognised in Other Comprehensive Income
-
(281)
2024
2023
£000
£000
Cumulative amount of losses recognised in Other Comprehensive Income
-
(2,378)
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
21
Pension commitments
(Continued)
- 35 -
Analysis of actuarial loss recognised in Other Comprehensive Income
2024
2023
£000
£000
Actuarial gains/(losses) on defined benefit obligation
-
3,124
Actual return on assets less interest
-
(4,289)
Limit on recognition in Other Comprehensive Income
-
884
Actual return on plan assets
-
(281)
In the prior year, given the surplus in the Scheme at the reporting date and the fact that the group does not have an unfettered right to a refund of the surplus, this surplus has been reflected in the group's Balance Sheet as zero. As a result the amounts that would have been recognised in other comprehensive income had not been.
Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages):
2024
2023
%
%
Discount rate
-
4.9
Future salary increases
-
3.3
Future pension increases
-
3.3
Inflation assumption
-
2.5
Amounts for the current and previous five periods are as follows:
Defined benefit pension schemes
2024
2023
2021
2020
2019
£000
£000
£000
£000
£000
Present value of the plan liabilites
-
(6,529)
(12,685)
(12,588)
(11,072)
Fair value of the plan assets
-
6,248
12,826
12,689
11,551
Surplus/(deficit)
-
(281)
141
101
479
There was no charge to operating profit in respect of the current and past service cost for the year (2023 - £75,000).
£Nil (2023: £291,000) was credited to other finance income in respect of the expected return on pension scheme assets. £Nil (2023: £291,000) was debited to other finance charges in respect of the interest on pension scheme liabilities resulting in a net charge to finance charges of £Nil (2023 - £Nil).
On the 22 May 2023, the scheme entered into a buy-in policy with Just Group. At this point, the company made a one-off contribution to the scheme of £2.1m. The Scheme assets were disinvested and the required funds transferred to Just Group. The assets of the Scheme are now invested in an insurance policy matching the benefit payments due to the Scheme members.
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
21
Pension commitments
(Continued)
- 36 -
At the balance sheet date, the scheme had only entered into the buy-in transaction and the buy-out transaction is expected to be entered into post year end. At the time of the buy-in transaction, the directors believe clear intent has been shown to buy-out (as disclosed in the key judgements section of the financial statements) and as such, have treated the one off contribution cost of £2.1m as an expense through the Statement of Comprehensive Income.
22
Financial commitments, guarantees and contingent liabilities

Bond guarantees and indemnities in the sum of £2,164,402 (2023: £2,164,402) have been issued by the Group in favour of Anglian Water Services Limited £21,400 (2022: £73,778), Essex County Council £96,034 (2023: £96,034) and Peterborough City Council £1,221,495 (2023: £1,994,590).

 

23
Operating lease commitments
Lessor

The group leases out its properties held within stock under non-cancellable operating leases for the following future minimum lease payments. There are no contingent rents.

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
59
34
-
-
Between two and five years
91
90
-
-
In over five years
504
522
-
-
654
646
-
-
24
Related party transactions
2024
2023
£000
£000
Group
Debtor
Creditor
Debtor
Creditor
O&H Strategic Land Limited
192,744
-
186,989
-
O&H Estate Limited
-
6,203
-
6,252
O&H Q6 Limited
-
587
-
593
O&H Q7 Limited
12,273
-
5,013
-
Total
205,017
6,790
192,002
6,845
O & H HOLDINGS NO.2 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
24
Related party transactions
(Continued)
- 37 -

 

During the year, O&H Properties Limited received management charge income of £2,060,538 (2023: £2,218,642) from companies under common control.

 

At the year end, the company owed £6,202,000 (2023: £6,252,000) to O&H Estate Limited, £587,000 (2023: £593,000) to O&H Q6 Limited and £12,273,000 (2023: £Nil) to O&H Q7 Limited which are all entities under common control. These amounts are repayable on demand and do not bear interest.

 

The company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared.

 

25
Controlling party

At 29 February 2024 the company's ultimate parent company was O&H Strategic Land Holdings Limited, a company registered in Jersey. O&H Holdings No. 2 Limited was the parent of the smallest group of which the company was a member. O&H Holdings No. 2 Limited was the largest group in which the company is consolidated.

 

There is no ultimate controlling party of the company.

26
Cash generated from group operations
2024
2023
£000
£000
Profit for the year after tax
5,718
33,536
Adjustments for:
Taxation charged
138
8,013
Investment income
(353)
(11)
Depreciation and impairment of tangible fixed assets
290
6
Pension scheme non-cash movement
(281)
-
Increase in provisions
6,689
540
Movements in working capital:
Decrease in stocks
880
14,427
Increase in debtors
(8,125)
(48,996)
Decrease in creditors
(385)
(2,026)
Cash generated from operations
4,571
5,489
27
Analysis of changes in net funds - group
1 March 2023
Cash flows
29 February 2024
£000
£000
£000
Cash at bank and in hand
175
3,151
3,326
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