Opteven Holdings UK Ltd
Registered number: 07104868
Annual report and consolidated financial statements
For the year ended 31 December 2023
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OPTEVEN HOLDINGS UK LTD
COMPANY INFORMATION
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L Troyes (appointed 6 October 2023)
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A Waite (appointed 23 January 2023)
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M C C Gouttenoire (appointed 1 May 2024)
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S E Kilbourne (appointed 1 July 2024)
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Chartered Accountants & Statutory Auditor
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OPTEVEN HOLDINGS UK LTD
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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OPTEVEN HOLDINGS UK LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present the Group Strategic Report for the year ended 31 December 2023.
Opteven Holdings UK Ltd ('the Group’) derives its income from the provision of specialised insurance and non-insurance products to the automobile industry throughout the UK as well as to individuals. These products cover the repair costs in the event of a vehicle suffering a breakdown during the period of cover.
The Group is a wholly owned subsidiary of Opteven Services SAS, whose registered offices is; 10 rue Olympe de Gouges, 69100 Villeurbanne, France.
The principal activity of the Group is that of the provision of product development, pricing, distribution, policy and claims administration services. This also includes the management of products provided by our insurance partners who provide underwriting services for the Group.
There is a dedicated sales team who provide products directly to individual customers and a sales team that provides products to vehicle motor dealers, who then in turn, sell directly to customers. For our sales generation we have both standardised products to service our core independent used car dealers and insured products in our portfolio.
Claims are handled by a dedicated team of specialist claims handlers. This team ensures the terms & conditions of each product are adhered to, as well as ensuring the dealer and / or individual receives the good service they expect. This team also ensures sufficient cost controls are in place and that all processes are auditable and applied in a consistent basis. This has been greatly improved with the full implementation of Carflex our Parent company's proprietary system for claims administration management. We have seen significant improvement in efficiency via our online claims process.
We anticipate continued income growth over the next 12 months and future years, underpinned by an agreed strategic growth plan that serves to optimise the growth opportunities both within its existing businesses and through acquisition. Consequently, the Board has approved a detailed plan which reflects its strategic objectives and includes:
∙Increased penetration of existing UK used car sectors, including major dealerships and franchise groups
∙Expansion of the product range
∙Development of direct distribution channels
Group restructure
During the year the board took the decision to restructure the UK companies moving from ten trading entities to five. The restructuring included bringing all UK entities into the UK holding company to ensure better control and viability of the UK operations. This included Opteven UK previously consolidating directly into the French parent becoming part of the Opteven Holding consolidated subsidiaries. This was considered to be a group reconstruction accounted for under merger accounting rules, therefore the prior year comparative have been restated to include Opteven UK. Please see note for further details on the impact on the Profit and Loss and Balance Sheet in regards to this.
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OPTEVEN HOLDINGS UK LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties
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Credit Risk
The Group’s principal financial assets that are subject to credit risk include bank & cash balances and trade & other receivables. The Group’s main risk is attributable to its trade receivables. This risk is reduced by the Group receiving premium payment from clients before these are paid onto insurers. All new business partners are also credit checked to ensure they are able to perform their financial obligations to the company.
Liquidity Risk
The Group is a wholly owned subsidiary of Opteven Services SAS, who as the parent company is sufficiently solvent to support the Group if the need were to arise on working capital.
Economic, Market and Operational Risk
The Group can be impacted by external factors including but not limited to changes in legislation and the regulatory environment, economic downturn, loss of key staff and the failure of IT systems. The Board runs the business on a prudent basis and has in place mitigating controls and procedures to reduce these risks.
Financial key performance indicators
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The Group’s key financial performance indicators were as follows:
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As restated
Unaudited 2022
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Non-financial key performance indicators
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The Group places a strong focus on attracting and retaining the best people across the Group. We invest in a collaborative culture and invest in talented people through both formal qualifications and other training programs. In addition, the Group focuses on providing exceptional customer care whilst targeting sustainable returns through affordable pricing and improving operational efficiency.
This report was approved by the board on 17 December 2024 and signed on its behalf.
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OPTEVEN HOLDINGS UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £3,827,313 (As restated unaudited 2022 - £4,027,427).
Dividends paid during the year amounted to £3,773,135 (Unaudited 2022 - £1,257,270).
During the year the Parent Company, Opteven Holdings UK, paid a dividend of £1,377,743 to its parent company, Opteven SAS. The dividend is considered unlawful under the Companies Act 2006 as the Company did not have adequate retained earnings for distribution. This situation arose due to an administrative error where its subsidiaries with sufficient distributable reserves were first required to declare a dividend to the Company. The matter has been resolved in the financial year ended 31 December 2024; by way of a £6,291,000 dividend declaration from its subsidiaries.
The directors who served during the year were:
R P G Cundell (resigned 6 November 2023)
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C I Grant (resigned 29 September 2023)
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L Troyes (appointed 6 October 2023)
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B G P Rousseau (resigned 4 April 2024)
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M Hadj-Amar (appointed 23 January 2023, resigned 30 September 2024)
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A Waite (appointed 23 January 2023)
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OPTEVEN HOLDINGS UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsequent to the year end, M C C Gouttenoire and S E Kilbourne were appointed as directors.
The Group’s forecasts have been projected for the next 12 months. As a consequence, the Directors consider the Group has adequate resources to continue trading successfully for the foreseeable future.
The business has a clear strategic plan to ensure continued growth, supported by a high quality team. The Directors therefore continue to adopt the going concern basis in preparing these financial statements.
Matters covered in the Group Strategic Report
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Certain information not shown in the Directors' Report is shown in the Strategic Report on pages 1 & 2 instead in accordance with Section 414C(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.
Disclosure of information to auditor
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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 and the Group's auditor is 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 and the Group's auditor is aware of that information.
Post balance sheet events
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Following the year end the Company declared dividends of £3,345,702.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 17 December 2024 and signed on its behalf.
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OPTEVEN HOLDINGS UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPTEVEN HOLDINGS UK LTD
Opinion
We have audited the financial statements of Opteven Holdings UK Ltd (the 'Parent Company’) and its subsidiaries ('the Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group's and of the Parent Company’s affairs as at 31 December 2023 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 the 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.
Other matter
Without qualifying our opinion, we draw attention to accounting policy 2.2 on page 15 and the fact that the comparative information in the financial statements was unaudited due to the effects of a Group reconstruction. The Group applied the merger accounting method, and the comparatives now incorporate a subsidiary which was not previously included.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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OPTEVEN HOLDINGS UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPTEVEN HOLDINGS UK LTD
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 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 light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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OPTEVEN HOLDINGS UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPTEVEN HOLDINGS UK LTD
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Group and the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and the Parent Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation, data protection regulation and the bribery act 2010.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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OPTEVEN HOLDINGS UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPTEVEN HOLDINGS UK LTD
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to valuation of investments, revenue and claims costs recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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.
Christopher Hudson (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
28 January 2025
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OPTEVEN HOLDINGS UK LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest receivable and similar income
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Profit for the financial year
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There were no recognised gains and losses for 2023 or Unaudited 2022 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2023 (Unaudited 2022:£NIL).
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The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
REGISTERED NUMBER: 07104868
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts due after more than one year
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Debtors: amounts due within one year
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Creditors: amounts due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2024.
The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
REGISTERED NUMBER: 07104868
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts due after more than one year
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Debtors: amounts due within one year
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Creditors: amounts due within one year
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Total assets less current liabilities
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Company for the year was £1,058,752 (2022: £909,017).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2024.
The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Equity attributable to owners of parent Company
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At 1 January 2023 (as previously stated)
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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At 1 January 2022 (as previously stated)
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At 1 January 2022 (as restated)
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Comprehensive income for the year
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Profit for the year (As restated)
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Total comprehensive income for the year
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Contributions by and distributions to owners (As restated)
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Dividends: Equity capital (As restated)
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Total transactions with owners
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At 31 December Unaudited 2022
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The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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OPTEVEN HOLDINGS UK LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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(Increase)/decrease in stocks
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Opteven Holdings UK Ltd ("'the Company") is a private limited Company, limited by shares and incorporated in England and Wales, registered number 07104868. The address of the registered office is Suite 1, Oxford House, Oxford Road, Thame, Oxfordshire, England, OX9 2AH.
2.Accounting policies
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Basis of preparation of financial statements
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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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The merger accounting method was used for Opteven UK Ltd on 30 June 2023. Under the merger accounting method, the results and cash flows of all the combining entities are brought into the financial statements from the beginning of the financial year in which the combination occurred. Assets and liabilities are merged at book value. The comparative information has been restated by including the total comprehensive income for all the combining entities for the previous reporting period and their balance sheets for the previous reporting period. The impact of the restatement is shown in note and because the audited comparative amounts did not previously include the transactions and balances of Opteven UK Ltd, the comparatives to these financial statements now show as unaudited.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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The financial reporting standard 102 - reduced disclosure exemptions
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The Parent 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 12 Other Financial Instruments paragraphs 12.26 to 12.27,12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The Group’s forecasts have been projected for the next 12 months. As a consequence, the Directors consider the Group has adequate resources to continue trading successfully for the foreseeable future.
The business has a clear strategic plan to ensure continued growth, supported by a high quality team. The Directors therefore continue to adopt the going concern basis in preparing these financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £.
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.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Group sells both insured and uninsured Vehicle Repair Agreements (policies).
Uninsured policies
Uninsured policies are invoiced in full on the inception date of the policy within income being deferred to the Balance Sheet and released to the Income statement on a straight line basis over the term of the policy. Any associated commissions payable are also recognised over the term of the policy. Any claims associated with the policy are expensed at the point the claim is approved. No accrual is made for anticipated future claims.
Insured policies
Reflecting that the Group acts as agent to the insured transaction rather than the principal, the Group recognises solely the commission on the sale of the product in full once the policy is sold. A proportion of the commission is deferred over the term of the policy to reflect the Group’s obligation to fulfil post placement activities, primarily claims handling.
The Group may from time to time earn profit share commissions from the underwriters it works with. Profit share commission is recognised upon receipt on the basis that revenue is not probable and cannot be measured reliably until this point.
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Operating leases: the Group as lessee
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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.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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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 reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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 reporting date.
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.
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:
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Short-term leasehold property
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over the period of the lease/10 years
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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.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
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 first in, first out basis.
At each reporting 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.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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.
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Provisions for liabilities
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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.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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.
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
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.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In applying the Group's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Critical judgments in applying the accounting policies
Assessing indications of impairment
In assessing whether there have been any indications of impairment of assets, the directors have considered both external and internal sources of information.
Revenue recognition
One of the Group’s subsidiaries, Opteven UK Ltd, performs policy administration services on behalf of the underwriter. The Company’s key tasks include initial customer set up and policy administration throughout the duration of the policy. Whilst all revenue is invoiced at the inception date of the policy, the Group’s view is that not all of the revenue is earned at the point of invoicing. As such, Opteven UK Ltd recognises 50% of the invoiced revenue at the point of policy inception with the remaining 50% recognised on a straight line basis over the term of the policy to match revenue to the costs of post inception obligations. This accounting policy has been applied consistently year on year and is also consistent with the wider Opteven SAS Group. At the year end the Opteven UK Ltd was carrying £5.7m (2022: £4.3m) of deferred income in respect of this revenue accounting policy.
Key sources of estimation uncertainty
The directors do not believe there are any key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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An analysis of turnover by class of business is as follows:
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Sale of vehicle repair agreements
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All turnover arose within the United Kingdom.
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Other operating lease expense
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During the year, the Group obtained the following services from the Group's auditor:
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Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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As restated Unaudited 2022
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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As restated Unaudited 2022
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 5 directors (2022 - 4) in respect of defined contribution pension schemes.
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The highest paid director received emoluments of £246,527 (2022 - £147,028).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,682 (2022 - £10,651).
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Included within directors' remuneration is an amount of £128,499 (2023 - £Nil) relating to loss of office.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Other interest receivable
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Remeasurement of deferred tax for changes in tax rates
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Total tax charge for the year
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Factors that may affect future tax charges
|
From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Short-term leasehold property
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At 1 January 2023 (As restated unaudited)
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At 1 January 2023 (As restated unaudited)
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At 31 December 2022 (As restated unaudited)
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Short-term leasehold property
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following were subsidiary undertakings of the Company:
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Vehicle Guarantee Services Limited
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WMS Rescue and Recovery Ltd
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All the above subsidiaries have a registered office of Suite 1, Oxford House, Oxford Road, Thame, Oxfordshire, United Kingdom, OX9 2AH.
The following UK companies were exempt from the requirements relating to the audit of individual financial statements by virtue of Section 479A of the Companies Act 2006:
WMS Safe & Sound Limited
Vehicle Guarantee Services Limited
WMS Rescue and Recovery Ltd
Opteven Dealer UK Ltd
Opteven Insured UK Ltd
WMS Rescue Ltd
Direct Recall Limited
Opteven Services UK Ltd
Opteven UK Limited
During the year, the immediate parent company of the group, Opteven Services SAS, performed a reconstruction. Further to the reconstruction, Opteven UK Limited became a subsidiary of Opteven Holdings UK Ltd.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Amounts owed by parent company
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Amounts owed by group undertakings are interest bearing and repayable in December 2026.
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Amounts owed by group undertakings
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Amounts owed by parent company
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free and repayable on demand.
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Cash and cash equivalents
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Included within the cash at bank is £804,781 (2022: £481,598) held on behalf of underwriters.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included within other creditors is £804,781 (2022: £481,598) held in respect of client money accounts.
Amounts owed to group undertakings are interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charged to profit or loss
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Charged to profit or loss
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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Allotted, called up and fully paid
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20 (2022 - 20) Ordinary shares of £1.00 each
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Profit and loss account
The profit and loss account reserve represents cumulative profits and losses, less dividends declared.
During the year the Parent Company, Opteven Holdings UK, paid a dividend of £1,377,743 to its parent company, Opteven SAS. The dividend is considered unlawful under the Companies Act 2006 as the Company did not have adequate retained earnings for distribution. This situation arose due to an administrative error where its subsidiaries with sufficient distributable reserves were first required to declare a dividend to the Company. The matter has been resolved in the financial year ended 31 December 2024; by way of a £6,291,000 dividend declaration from its subsidiaries.
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At 1 January 2023 (Unaudited)
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The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £74,804 (Unaudited 2022 - £90,681). Contributions totalling £3,777 (Unaudited 2022 - £Nil) were payable to the fund at the reporting date and are included in creditors.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Commitments under operating leases
|
|
At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
|
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The Company is a wholly owned subsidiary of Opteven Services SAS, a company registered in France, and as such has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with the parent company or other wholly owned subsidiaries within the group.
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Inclusion of Opteven UK Ltd
During the year a Group reconstruction was undertaken resulting in Opteven UK Ltd being transferred into the Opteven Holdings UK Ltd sub-group.
The transaction was accounted for under the merger accounting rules and therefore fully retrospectively included in the comparative financial statements of the Group.
The effect of the inclusion of Opteven UK Ltd on the comparative financial statements is shown below.
Accouting policy change
During the year a subsidiary company Opteven UK Limited has changed its accounting policy in respect of revenue recognition. Previously the accounting policy applied was to defer all commission income, on a straight line basis, over the life of the policy. A change has been made to recognise 50% of the commission on inception date with the remaining 50% being deferred over the life of the policy. The accounting policy change has been applied retrospectively and the impact of the change is noted as: 2023, an increase in revenue of £711,822, a reduction in deferred income of the same amount and an increase in corporation tax charge and corporation tax liability of £167,421. The impact on 2022 and the historic adjustment can be seen in the below table. The change in accounting policy more closely aligns with the costs associated to post placement obligation the Company has.
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OPTEVEN HOLDINGS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Prior year restatement (continued)
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2022
As previously Stated
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Inclusion of Opteven UK Ltd
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Profit for the financial year
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2022 As previously Stated
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Inclusion of Opteven UK Ltd
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Post balance sheet events
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Following the year end the Company declared dividends of £3,345,702.
The immediate parent company is Opteven Services SAS, a company registered in France. The ultimate controlling party is Garantie Evolution 4, a company registered in France.
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