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Registered number: 01038848









Birmingham Optical Group Limited









Annual Report and Financial Statements

For the Year Ended 31 October 2024

 
Birmingham Optical Group Limited
 
 
Company Information


Directors
A J Higginbotham 
A P Fewkes 




Registered number
01038848



Registered office
Unit 4 Gravelly Industrial Estate

Birmingham

B24 8HZ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG




Bankers
HSBC UK Bank plc
130 New Street

Birmingham

B2 4JU





 
Birmingham Optical Group Limited
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditors' report
 
7 - 10
Statement of comprehensive income
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 38


 
Birmingham Optical Group Limited
 
 
Strategic Report
For the Year Ended 31 October 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 October 2024.

Principal activity and review of the business
 
The Company’s principal activity during the year was the wholesale distribution and support of clinical equipment, lens edging machinery and ophthalmology technology to retail opticians, the NHS and eye clinics in both the UK and Ireland.  Irish distribution is through Birmingham Optical Ireland Ltd, a wholly owned subsidiary of the ulimate parent company, Seebeck 136 Limited, and established in 2021 to facilitate post Brexit sales to Irish customers. 
Turnover and profitability in the financial year ended October 2024 was not impacted by any supply challenges. Lead times are ahead of pre-pandemic level across almost all product lines. The mix of service-related work increased significantly during the year as customers sought to extend the life of the product and defer replacement equipment purchases. This has a positive impact on margin, and negative impact on comparable sales against the previous year. Turnover totalled £17.15m (2023: £17.85m). The Company has also witnessed growth in its gross margin percentage (from 43% in FY23 to 47% in FY24) through an improved blended foreign exchange rate against last year. The company’s hedging policy will always result in a delayed benefit of the full in-year exchange movement.
Administrative expenses plus Distribution costs have fallen against the prior year by 3% (down by £218k to £6.1m) through our continual focus on our cost controls. This fall in costs is satisfying, given the company experienced continued price increases in many categories of costs. The company has eliminated non-customer value adding activity to help reduce the cost base, yet maintained its exceptional customer service levels. This has all been achieved through a continual learning approach to its cost base, ensuring we can protect our customers from any unnecessary costs to serve. 
 
Within the year, Birmingham Optical Group Ltd has made a recharge of Distribution and Administrative costs to Birmingham Optical Ireland Limited, giving rise to Other Income of £124k (2023: £124k).
Operating profit of £2.15m is higher than the prior year (2023: £1.3m) and demonstrates a level of success the strategic pathways are delivering. This has been achieved despite a small drop in turnover. The interest charges arise from the way the company is financed, mostly through an external loan, and these have dropped slightly year on year (£821k in 2023, £779k in 2024) but remain a considerable cost for the Company to cover.
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The directors are delighted to see the Company increase its profit, after taxation, from £382k in 2022/23 to £1.03m in 2023/24 and its EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) increase from £1.77m in 2022/23 to £2.15m in 2023/24. EBITDAE (Earnings before Interest, Tax, Depreciation, Amortisation and Exceptional items) has increased from £1.95m to £2.5m.
The Company’s net assets have improved to £6.2m (2023: £4.97m). Stock management has been a key focus during the year and has delivered a £1m drop in stock held. This has allowed the Company to service the capital and interest on its loan whilst increasing the cash balance. Debtors are in line with the previous year and along with creditor balances, are well controlled.

Page 1

 
Birmingham Optical Group Limited
 

Strategic Report (continued)
For the Year Ended 31 October 2024

FY25 trading
The Company is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
 
Principal risks and uncertainties
The principal risks and uncertainties facing the Company are broadly grouped as competitive and financial instrument risk.
Competitive risks
The Company operates in a highly competitive market and the company manages to remain competitive by providing value added services, having fast response times, and maintaining strong relationships with its customers. In addition, the strength of the business is underpinned by the strong relationship with key suppliers from around the world providing premium products in all market sectors. 
Interest rate risks
The loans used to fund the Company’s operations are fixed, thereby reducing any exposure to macro economic effects.
Inflation risks
Cost price inflation has been high as these accounts are finalised, with pressure on energy costs, expenses and goods for resale. However, the Company attempts to counter any increases through a continual lean approach to all existing processes. In 2025 the Company will launch its carbon target plan as it continues to work on energy efficient projects and initiatives.
 
Expenses and wage inflation is being managed through careful cost management, with annual staff pay reviews striving to balance the opposing pressures of cost inflation and staff retention. 
Financial instrument risks
The Company takes a very pro active view to minimise exchange fluctuations on account of its global supplier relationships.
Use of derivatives
The Company has established a foreign exchange committee of senior executives to evaluate the strategic Forex policy on a quarterly basis. The committee have a variety of tools at their disposal to balance the existing and emerging risks against the company’s attitude towards the identified risks. The principal financial risk is foreign currency movement as the majority of the company’s supplies are secured in Japanese Yen.   
 
Page 2

 
Birmingham Optical Group Limited
 

Strategic Report (continued)
For the Year Ended 31 October 2024

Exposure to credit, liquidity and cash flow risk
Credit risk is the risk that one party to a financial instrument will cause financial loss for that other party by failing to discharge an obligation. 
Company policies are aimed at minimising such losses and require that deferred terms be only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. 
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.  The Company aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets. 
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. The Company manages this risk, where significant, by use of derivatives as explained above. 

Financial key performance indicators
 
The Company's financial KPIs focus on a number of critical areas. Gross margin and EBITDA remain the major factors in shaping the future success of the business and are referred to in the Business review above. Business liquidity runs in parallel with margins and is closely monitored through both debtor and creditor management. 
Other financial KPIs are as follows: 
-  Working capital analysis 
-  Cash flow forecasting 
-  Review of turnover: actual v forecast 
-  Analysis of overhead expenditure: actual v forecast 

Other key performance indicators
 
Non financial key performance indicators are numerous but centre on the following: 
-  Health & Safety, including accidents and sick leave. Results remain in line with the previous year and show nil    accidents reported in the last 12 months, whilst recorded absence remains low.
- Employee workforce management, including productivity measures around breakdowns and installations, witnessed   a swing in volume from installation towards breakdown as customers extended the life of equipment.
- Customer feedback meaures, rating each interaction between our team and the customer store staff remain     consistently high at 9/10 and in line with previous years.
-  Service Level Agreement dashboards, reporting how well the Company responds to agreed response times are    monitored monthly with our customers and the Company is delighted to report a high level of adherence to the    agreed thresholds.


This report was approved by the board and signed on its behalf.


A P Fewkes
Director

Date: 14 February 2025

Page 3

 
Birmingham Optical Group Limited
 
 
 
Directors' Report
For the Year Ended 31 October 2024

The directors present their report and the financial statements for the year ended 31 October 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,034,768 (2023 - £381,541).

The directors do not recommend a final dividend (2023: £nil).

Directors

The directors who served during the year were:

A J Higginbotham 
A P Fewkes 

Page 4

 
Birmingham Optical Group Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 October 2024

Going concern, including Future developments

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.
The Company had net assets of £6.2m at 31 October 2024 (2023: £5.0m).  
Loan covenant compliance
The Company was fully compliant with the Loan covenants for the year ended 31 October 2024.
FY25 trading
The Company is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
Future Developments
We are working with suppliers to connect the visions of our customers who are looking for innovative thinking to help solve new and old challenges, as the UK seeks to take care of an ageing population.
Streamlining and outsourcing will continue to add operational efficiencies and are helping to mitigate upwards inflationary pressures. Operational efficiencies remain central to business priorities, with considerable focus and investment in digital transformation of our business systems and processes. This focus is enabling continued growth without significant step changes in overhead costs, and sets the business up well for the future.  
Management has prepared forecasts (including cashflow) which cover the period to 31 October 2026. The forecasts indicates that the Company will be able to meet its liabilities as they fall due in the next 12 months and beyond.

Research and development activities

The Company's activities in the field of Research and Development are primarily focused on Development of third party research into saleable products and services.  These include data conversion and new products to facilitate remote eye care.  Additionally, internal developments in business platforms and systems have been undertaken in the year. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 5

 
Birmingham Optical Group Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 October 2024

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 


A P Fewkes
Director

Date: 14 February 2025

Page 6

 
Birmingham Optical Group Limited
 
 
 
Independent Auditors' Report to the Members of Birmingham Optical Group Limited
 

Opinion


We have audited the financial statements of Birmingham Optical Group Limited (the 'Company') for the year ended 31 October 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 October 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 7

 
Birmingham Optical Group Limited
 
 
 
Independent Auditors' Report to the Members of Birmingham Optical Group Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
Birmingham Optical Group Limited
 
 
 
Independent Auditors' Report to the Members of Birmingham Optical Group Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:

The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:
• Understanding of, and practical experience with audit engagements of a similar nature and complexity through    appropriate training and participation;    
• Knowledge of the industry in which the entity operates;
• Understanding of the legal and regulatory requirements specific to the entity.
We identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of management, including whether management was aware of any instances of non-   compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged   fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
 
Page 9

 
Birmingham Optical Group Limited
 
 
 
Independent Auditors' Report to the Members of Birmingham Optical Group Limited (continued)


Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with    laws and regulations and fraud.
• Evaluation of management’s controls designed to prevent and detect irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their accounting estimates, and assessing whether the judgements   made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  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.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.


John Glover (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

14 February 2025
Page 10

 
Birmingham Optical Group Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 October 2024

2024
2023
Note
£
£

  

Turnover
 4 
17,148,356
17,849,600

Cost of sales
  
(9,051,634)
(10,159,482)

Gross profit
  
8,096,722
7,690,118

Distribution costs
  
(2,477,433)
(2,419,500)

Administrative expenses
  
(3,590,519)
(3,866,753)

Exceptional administrative expenses
 13 
-
(179,796)

Other operating income
 5 
124,000
124,144

Operating profit
 6 
2,152,770
1,348,213

Interest receivable and similar income
 10 
1,959
4,645

Interest payable and similar expenses
 11 
(778,501)
(821,190)

Profit before tax
  
1,376,228
531,668

Tax on profit
 12 
(341,460)
(150,127)

Profit for the financial year
  
1,034,768
381,541

Other comprehensive income for the year
  

Fair value gains/(losses) on forward currency contracts
  
-
(172,543)

Transfer from cashflow hedge reserve to profit and loss account
  
172,543
33,001

Other comprehensive (deficit)/income for the year
  
172,543
(139,542)

Total comprehensive (deficit)/income for the year
  
1,207,311
241,999

The notes on pages 14 to 38 form part of these financial statements.

Page 11

 
Birmingham Optical Group Limited
Registered number: 01038848

Balance Sheet
As at 31 October 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 14 
328,433
373,903

Tangible assets
 15 
630,819
867,011

  
959,252
1,240,914

Current assets
  

Stocks
 16 
2,369,258
3,401,594

Debtors: amounts falling due after more than one year
 17 
149,300
223,950

Debtors: amounts falling due within one year
 17 
10,462,409
10,446,307

Cash at bank and in hand
 18 
690,327
406,025

  
13,671,294
14,477,876

Creditors: amounts falling due within one year
 19 
(5,278,795)
(10,639,548)

Net current assets
  
 
 
8,392,499
 
 
3,838,328

Total assets less current liabilities
  
9,351,751
5,079,242

Creditors: amounts falling due after more than one year
 20 
(3,108,020)
(19,716)

Provisions for liabilities
  

Deferred tax
 23 
(66,784)
(89,890)

Net assets
  
6,176,947
4,969,636


Capital and reserves
  

Called up share capital 
 24 
1,368,045
1,368,045

Capital redemption reserve
 25 
6,750
6,750

Cashflow hedge reserve
 25 
-
(172,543)

Profit and loss account
 25 
4,802,152
3,767,384

  
6,176,947
4,969,636


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

A P Fewkes
Director

Date: 14 February 2025

The notes on pages 14 to 38 form part of these financial statements.

Page 12

 
Birmingham Optical Group Limited
 

Statement of Changes in Equity
For the Year Ended 31 October 2024


Called up share capital
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 November 2023
1,368,045
6,750
(172,543)
3,767,384
4,969,636


Comprehensive income for the year

Profit for the year

-
-
-
1,034,768
1,034,768

Transfer from cashflow hedge reserve to profit and loss account
-
-
172,543
-
172,543


Other comprehensive income for the year
-
-
172,543
-
172,543


Total comprehensive income for the year
-
-
172,543
1,034,768
1,207,311


At 31 October 2024
1,368,045
6,750
-
4,802,152
6,176,947



Statement of Changes in Equity
For the Year Ended 31 October 2023


Called up share capital
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 November 2022
1,368,045
6,750
(33,001)
3,385,843
4,727,637


Comprehensive income for the year

Profit for the year

-
-
-
381,541
381,541

Fair value gains/(losses) on forward currency contract
-
-
(172,543)
-
(172,543)

Transfer from cashflow hedge reserve to profit and loss account
-
-
33,001
-
33,001


Other comprehensive income/(deficit) for the year
-
-
(139,542)
-
(139,542)


Total comprehensive income/(deficit) for the year
-
-
(139,542)
381,541
241,999


At 31 October 2023
1,368,045
6,750
(172,543)
3,767,384
4,969,636


The notes on pages 14 to 38 form part of these financial statements.

Page 13

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

1.


General information

Birmingham Optical Group Limited is a private company limited by share capital and incorporated in England and Wales, company number 01038848. The address of the registered office and principal place of business is Unit 4 Gravelly Industrial Estate, Birmingham, B24 8HZ.
The nature of the Company's operations and principal activity is the wholesale distribution and support of edger machinery and clinical equipment to retail opticians in the UK and Ireland.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Seebeck 136 Limited as at 31 October 2024 and these financial statements may be obtained from Companies House.

Page 14

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.
The Company had net assets of £6.2m at 31 October 2024 (2023: £5.0m).  
Loan covenant compliance
The Company was fully compliant with the Loan covenants for the year ended 31 October 2024.
FY25 trading
The Company is expecting a stronger performance in the coming year, with new products, new markets and existing products to new markets, driving the initiatives during the year across the medical and optical divisions and with it the sense of optimism for 2024/25. Whilst the macro-economics within the UK will cause a degree of caution, we are confident that with the equipment and/ or service proposition we have a solution that could meet any customers’ needs, budget or vision. 
 
The continued strength of GBP versus JPY means GM% is expected to remain above prior year levels, offsetting continued supplier inflationary price increases. The Gross Margin is also expected to improve due to the mix of Medical and Services sales. We will also continue to focus on our cost base and stock controls throughout the year.
 
The order pipeline remains buoyant, giving management confidence for the near future and beyond. 
Future Developments
We are working with suppliers to connect the visions of our customers who are looking for innovative thinking to help solve new and old challenges, as the UK seeks to take care of an ageing population.
Streamlining and outsourcing will continue to add operational efficiencies and are helping to mitigate upwards inflationary pressures. Operational efficiencies remain central to business priorities, with considerable focus and investment in digital transformation of our business systems and processes. This focus is enabling continued growth without significant step changes in overhead costs, and sets the business up well for the future.  
Management has prepared forecasts (including cashflow) which cover the period to 31 October 2026. The forecasts indicates that the Company will be able to meet its liabilities as they fall due in the next 12 months and beyond.

Page 15

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 16

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue is recognised upon despatch of goods, unless the transaction is a Bill and hold sale.
Bill and hold sales, in which delivery is delayed at the buyer’s request but the buyer takes title and accepts billing
In these circumstances, revenue is recognised by the Company when the buyer takes title, provided that the following conditions are satisfied:
(a) it is probable that delivery will be made;
(b) the item is on hand, identified and ready for delivery to the buyer at the time the sale is recognised;
(c) the buyer specifically acknowledges the deferred delivery instructions; and
(d) the usual payment terms apply.
Revenue is not recognised when there is simply an intention to acquire or manufacture the goods in time for delivery.
Rendering of services
Revenue from a contract to provide maintenance/support services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
•  the amount of revenue can be measured reliably;
•  it is probable that the Company will receive the consideration due under the contract;
•  the stage of completion of the contract at the end of the reporting period can be measured reliably; and
•  the costs incurred and the costs to complete the contract can be measured reliably.
Rental of equipment
Revenue from a contract to provide equipment under the terms of a rental contract is recognised on a straight-line basis over the lease term.

Page 17

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.9

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

 
2.10

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 18

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.11

Interest income

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

 
2.12

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 

 
2.13

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.14

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.15

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 19

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.17

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.18

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful life of the software, website and product development is 5 years.  

 
2.19

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 20

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)


2.19
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
10 years
Plant and machinery
-
10 years
Fixtures and fittings
-
5-10 years
Computer equipment
-
5-10 years
Other fixed assets
-
Over the lease term (2 - 5 years)

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.20

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Finished goods include attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.



 
2.21

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.22

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.23

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.

Page 21

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)

 
2.24

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.25

Financial instruments

With the exception of forward currency contracts, the Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
 
Page 22

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)


2.25
Financial instruments (continued)


Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables and other loans, are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 23

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

2.Accounting policies (continued)


2.25
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.26

Hedge accounting

Derivatives, including forward exchange contracts, are not classified as basic financial instruments. The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its future foreign currency stock purchases.. These derivatives are measured at fair value at each balance sheet date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the Directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Actual outcomes may differ from these judgements, estimates and assumptions.
The Directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amount of the assets and liabilities within the next financial year.

Page 24

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Wholesale distribution and support of lenses, machinery and clinical equipment to retail opticians
17,101,069
17,819,364

Rental of equipment
47,287
30,236

17,148,356
17,849,600


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
16,836,421
17,829,778

Rest of Europe
311,935
19,822

17,148,356
17,849,600



5.


Other operating income

2024
2023
£
£

Management charges receivable
124,000
124,144



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
270,526
349,582

Amortisation of intangible fixed assets
93,470
76,957

Exchange differences
157,245
428,637

Operating lease rentals
378,188
245,951

Page 25

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

7.


Auditors' remuneration

2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
38,875
37,750

Fees payable to the Company's auditors in respect of:

The auditing of the prior year financial statements
10,000
8,250

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
3,041,655
2,888,923

Social security costs
377,700
341,699

Cost of defined contribution scheme
87,498
68,026

3,506,853
3,298,648


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Warehouse and Distribution
8
7



Sales and service clerical
11
19



Administration
16
14



Engineers
33
29

68
69

Page 26

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
422,421
421,454

Company contributions to defined contribution pension schemes
20,821
14,779

443,242
436,233


During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £224,352 (2023 - £223,939).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £13,458).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
1,959
4,645


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
11,637
16,210

Other loan interest payable
621,428
484,401

Finance leases and hire purchase contracts
24,452
173,319

Other interest payable
120,984
147,260

778,501
821,190

Page 27

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
364,566
66,380


Total current tax
364,566
66,380

Deferred tax


Origination and reversal of timing differences
(23,106)
83,747

Total deferred tax
(23,106)
83,747


Taxation on profit on ordinary activities
341,460
150,127

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,376,228
531,668


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
344,057
132,917

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,790
13,164

Utilisation of tax losses
-
(85,339)

Fixed asset differences
(8,387)
83,747

Other differences leading to an increase (decrease) in the tax charge
-
5,638

Total tax charge for the year
341,460
150,127


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

13.


Exceptional items

2024
2023
£
£


Costs associated with refinancing
-
173,121

Strategic advice
-
6,675

-
179,796

Refinancing fees
During the prior year, the Company's main trading subsidiary refinanced from the CBILS to a more standard term loan. One-off costs associated with terminating the previous facility and refinancing were incurred totalling £173,121.
Strategic advice
During the prior year, costs totalling £6,675 were incurred in relation to specific strategic advice.


14.


Intangible assets




Development expenditure
Trademarks
Computer software
Total

£
£
£
£



Cost


At 1 November 2023
108,514
77,346
281,489
467,349


Additions
-
-
48,000
48,000



At 31 October 2024

108,514
77,346
329,489
515,349



Amortisation


At 1 November 2023
25,855
19,065
48,526
93,446


Charge for the year on owned assets
21,703
15,469
56,298
93,470



At 31 October 2024

47,558
34,534
104,824
186,916



Net book value



At 31 October 2024
60,956
42,812
224,665
328,433



At 31 October 2023
82,659
58,281
232,963
373,903


There are no individually material assets.


Page 29

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

15.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2023
335,387
414,527
86,773
371,828
782,933
1,991,448


Additions
-
-
-
599
34,233
34,832


Disposals
-
-
-
-
(37,515)
(37,515)



At 31 October 2024

335,387
414,527
86,773
372,427
779,651
1,988,765



Depreciation


At 1 November 2023
150,599
185,948
8,494
283,274
496,122
1,124,437


Charge for the year
33,539
41,453
8,678
35,238
151,618
270,526


Disposals
-
-
-
-
(37,017)
(37,017)



At 31 October 2024

184,138
227,401
17,172
318,512
610,723
1,357,946



Net book value



At 31 October 2024
151,249
187,126
69,601
53,915
168,928
630,819



At 31 October 2023
184,788
228,579
78,279
88,554
286,811
867,011

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Optical equipment - sale and leaseback arrangements
168,928
286,811

Page 30

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

16.


Stocks

2024
2023
£
£

Finished goods and goods for resale
2,369,258
3,401,594


The carrying value of stocks are stated net of impairment losses totalling £213,388 (2023 - £108,888). Impairment losses totalling £104,500 (2023 - £41,145) were recognised in profit and loss.


17.


Debtors

2024
2023
£
£

Due after more than one year

Trade debtors
149,300
223,950


2024
2023
£
£

Due within one year

Trade debtors
1,660,533
1,358,339

Amounts owed by group undertakings
8,299,560
8,576,065

Other debtors
38,102
-

Prepayments and accrued income
464,214
511,903

10,462,409
10,446,307


Amounts owed by group undertakings are interest-free, unsecured and repayable on demand.


18.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
690,327
406,025

Less: bank overdrafts
(2,676)
(281,483)

687,651
124,542


Page 31

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

19.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts
2,676
281,483

Other loans
684,284
4,979,144

Trade creditors
3,074,122
3,705,766

Amounts owed to group undertakings
115,822
271,624

Corporation tax
432,050
66,380

Other taxation and social security
479,427
569,527

Obligations under finance lease and hire purchase contracts
19,180
32,924

Other creditors
25,123
11,946

Accruals and deferred income
446,111
548,211

Financial instruments
-
172,543

5,278,795
10,639,548


Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate. 
The other loan is secured with a fixed and floating charge over the assets of the company.
Amounts owed to group undertakings are interest-free, unsecured and payable on demand.


20.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans
3,108,020
-

Net obligations under finance leases and hire purchase contracts
-
19,716

3,108,020
19,716


Obligations under finance lease and hire purchase contracts are secured on the assets to which they relate. 
The other loan is secured with a fixed and floating charge over the assets of the company.

Page 32

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

21.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Other loans
684,284
4,979,144


684,284
4,979,144

Amounts falling due 1-2 years

Other loans
752,198
-


752,198
-

Amounts falling due 2-5 years

Other loans
2,355,822
-


2,355,822
-


3,792,304
4,979,144


Term facilities
In the first quarter of the prior year, existing loans (including a £5m CBILS bank loan, of which £3,615,930 was outstanding at 31 October 2022) were refinanced into other loans totalling £4,700,000, secured against the assets of the business. The £3,600,000 term loan facility is repayable over 5 years in equal instalments, with interest being charged at 9.5% per annum. The £1,100,000 interest only term loan facility is due to be repaid in March 2028, with quarterly interest payments due over the term at a rate of 9.5% per annum. The total amount outstanding on the term loan at 31 October 2024 was £3,792,304 (2023: £4,412,478).
Disclosure
At the prior year end, the Company had a technical breach of a loan covenant, making the entirety of the term facility loans (amounting to £4,412,478) theoretically payable on demand in accordance with the terms and conditions of the loan agreement. Subsequent to the 31 October 2023 year end, the Bank waived the breach relating to the year ended 31 October 2023. The Company has been fully compliant with the loan covenants for the year ended 31 October 2024.
Other loans
In August 2023, two loan arrangements were entered into for £250,000 each, which were repayable over 3 months in equal instalments with interest being charged at 6.3%. 
In October 2023, two loan agreements were entered into for £200,000 each which were repayable over 6 months in equal instalments with interest being charged at 10%.
These other loans totalled £566,666 at 31 October 2023 and were repaid during the year ended 31 October 2024.

Page 33

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
28,379
37,162

Between 1-5 years
-
28,379

28,379
65,541


23.


Deferred taxation




2024


£






Liability at beginning of year
(89,890)


Credited to profit or loss
23,106



Liability at end of year
(66,784)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(72,894)
(92,802)

Pension surplus
6,110
2,912

(66,784)
(89,890)

Page 34

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

24.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



70,300 Ordinary shares of £0.01 each
703
703
1,367,342 Deferred shares of £1.00 each
1,367,342
1,367,342

1,368,045

1,368,045

The deferred shares are not entitiled to any participation in the profits of the company available for distribution. On a return of assets, on liquidation or otherwise, the assets of the company available for distribution would be applied first to repay holders of every class of shares in the capital of the company the sum of £1 million in respect of each share (other than deferred shares) held or deemed to be held by them, and then only to the extent of £1 per share to the deferred shareholders. 
The deferred shares do not carry any voting rights.



25.


Reserves

Capital redemption reserve
The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.
Cashflow hedge reserve
The cashflow hedge reserve includes all gains and losses made on forward contracts.
Profit and loss account
Profit and loss account includes all current retained profit and losses.

Page 35

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

26.


Share-based payments

1) On 6 April 2018, the ultimate parent company, Seebeck 136 Limited, granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 225,000 Ordinary D shares which the Employee Benefit Trust holds in the capital of Seebeck 136 Limited.
100,000 options were exercisable after 3 months and 125,000 options are exercisable on exit.
The options lapse in the following circumstances:
- If the optionholder ceases to be an employee of the Company;
- On the tenth anniversary of the option agreement.
100,000 of the options have lapsed, and none of the options have been exercised at the balance sheet date.
2) On 15 May 2024, the ultimate parent company, Seebeck 136 Limited, granted EMI share options to key management personnel of Birmingham Optical Group Limited in respect of 128,716 Ordinary D shares which the Employee Benefit Trust holds in the capital of Seebeck 136 Limited.
All 128,716 options are exercisable on an exit event occurring.
The options lapse in the following circumstances:
- If the optionholder ceases to be an employee of the Company;
- On the tenth anniversary of the option grant date.
None of the options have been exercised at the balance sheet date.
In each case above, the fair value of the options was measured by using the Black-Scholes option pricing model.  The equity-settled share-based payment expense is assessed to be immaterial by management in each case, and has not been accounted for.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

0.96

125,000

0.96
 
125,000
 
Granted during the year

4.16

128,716

 
-
 
Forfeited during the year


-

 
-
 
Exercised during the year


-

 
-
 
Expired during the year


-

 
-
 
Outstanding at the end of the year
2.58

253,716

0.96
 
125,000
 

Page 36

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

26.Share-based payments (continued)

2024
2023

Option pricing model used


Black Scholes

Black Scholes
 
Weighted average share price (pence)


1) 0.96 and 
2) 4.16

0.96
 
Exercise price (pence)


1) 0.96 and 
2) 4.16

0.96
 
Expected volatility


20%

20%
 
Expected dividend growth rate


Nil

Nil
 
Risk-free interest rate


1) 1.44% and 
2) 4.21%

1.44%
 

2024
2023
£
£



Equity-settled schemes
-
-


27.


Contingent liabilities

A guarantee exists in favour of a supplier for £50,000 (2023: £50,000).
A guarantee exists in favour of HM Revenue & Customs for £20,000 (2023: £20,000).


28.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £87,498 (2023 - £68,026) . Contributions totalling £24,439 (2023 - £11,646) were payable to the fund at the balance sheet date and are included in creditors.

Page 37

 
Birmingham Optical Group Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 October 2024

29.


Commitments under operating leases

At 31 October 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and Buildings


Not later than 1 year
145,000
114,000

Later than 1 year and not later than 5 years
336,000
418,000

481,000
532,000

2024
2023

£
£

Other


Not later than 1 year
213,000
86,000

Later than 1 year and not later than 5 years
255,000
66,000

468,000
152,000


30.


Related party transactions

The directors have chosen not to disclose transactions entered into between wholly owned group undertakings, as permitted under FRS 102 paragraph 33.1A.


31.


Controlling party

The Company's immediate parent undertaking is Seckloe 270 Limited, a company registered in England and Wales.
Seebeck 136 Limited, a company registered in England and Wales, is the ultimate parent undertaking. The consolidated financial statements of the Seebeck 136 Limited group are available to the public and may be obtained from Companies House. Both Seckloe 270 Limited and Seebeck 136 Limited have the same registered office as the Company and as set out in note 1.
There is no overall controlling party of Seebeck 136 Limited.

 
Page 38