REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Audited Financial Statements |
for the Year Ended 27 February 2024 |
for |
O&H Vehicle Conversions Limited |
Previously known as |
Venari O&H Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Audited Financial Statements |
for the Year Ended 27 February 2024 |
for |
O&H Vehicle Conversions Limited |
Previously known as |
Venari O&H Limited |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Contents of the Financial Statements |
for the Year Ended 27 February 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Director | 5 |
Report of the Independent Auditors | 7 |
Profit and Loss Account | 10 |
Other Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Notes to the Financial Statements | 14 |
O&H Vehicle Conversions Limited |
Company Information |
for the Year Ended 27 February 2024 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Chartered Accountants |
& Statutory Auditors |
Oak Tree House, Harwood Road |
Northminster Business Park |
Upper Poppleton |
York |
YO26 6QU |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Strategic Report |
for the Year Ended 27 February 2024 |
The directors present their strategic report for the year ended 27 February 2024. |
STRATEGY AND OBJECTIVES |
The company specialises in the manufacture of vehicles for the emergency services, most notably ambulances and rapid response vehicles for NHS ambulance trusts and private ambulance operators. The company plans to increase the range and production capacity of specialist vehicles it can produce through efficient engineered solutions for serial production, whilst concentrating on industry leading quality and unrivalled customer service. |
Research and Development is a key component in the group's future strategy and our vastly experienced engineering team continue to work on innovative projects both in house and with strategic partners. |
BUSINESS REVIEW AND RESULTS |
The company achieved a profit before tax for the year ended 27 February 2024 of £6.0m (2023: £7.9m loss), although this was after accounting for a gain as a result of the debt restructure that took place in the current year. The gain from loans waived in the current year amount to £11.3m, therefore the operating loss before taking this into account amounted to £5.3m. Please refer to note 6 for further explanation of this transaction. |
A combination of several factors resulted in the operating loss for the year, the most notable being delays in the multi-year NHS Trust orders for our NHS National Specification Double Crewed Ambulance (DCA) that had been awarded but production could not commence due to these orders requiring accreditation of the NHS National Specification DCA to post-Brexit GB Whole Vehicle Type Approval standard, including new CEN BS EN 1789:2020 accreditation, by the Vehicle Certification Agency (VCA). This standard had not been delivered by any company within the UK, and O&H Vehicle Conversions Limited were one of the early applicants after these changes came in. As with any new process, the company experienced delays as the authorities became familiar with the new application forms, processes and requirements for approval which led to delays in the accreditation being achieved, and subsequently led to delays in the manufacture and delivery of that contract. The first vehicles did not start to come offline until January 2024. |
Full NHS National Specification Type Approval has been achieved on a Fiat Ducato chassis upweighted during conversion from 4.1 tonnes ex-OE factory to 4.25 tonnes. Every vehicle is delivered with a unique Stage 2 Statutory Plate and Certificate of Conformity linked to the unique Vehicle Identification Number per VCA approval requirements. We also achieve a full Type Approval for our Ford PTS vehicles which have lifetime service flexibility between wheelchair and stretcher applications. |
The high inflation rates seen during 2022/23 (with CPI reaching 12% per annum by Feb 23), and subsequent inflation to Feb 2024 (with CPI reaching a further 3.4% per annum), impacted several fixed price contracts with customers. These contracts were agreed well over a year prior to production commencing, therefore the inflationary pressure on cost of sales at the point of production eroded margins significantly. The fixed price contracts were unable to be re-negotiated and have continued to impact the company after the year end (particularly the multi year contracts), but new contracts coming on-stream from mid 2024 have been priced more appropriately. |
Following the appointment of Mark Brickhill as Group Managing Director during the previous year, and full assessment of operations, the business has undergone a major restructure to improve the efficiency and effectiveness of operations. This started with the consolidation of the business from two sites, in Brighouse and Goole, into the fully owned premises in Goole in order to reduce overheads, whilst simultaneously increasing capacity at the Goole site to cope with customer demand. This plan was delivered through Winter 23/24, and achieved successful retention of the majority of direct labour from the Brighouse site. |
On 15th February 2024 the group completed capital and debt restructuring to solidify it's future. Portus Felix Limited, the former Ultimate Parent Company, agreed to waive loans to O&H Vehicle Conversions Limited (formerly known as Venari O&H Limited) of £11,623,112. Portus Felix Limited also transferred some of its shareholding in O&H Vehicle Conversions Group Limited (formerly known as Venari Group Limited) to the Management Team, to the extent that it is no longer considered to be the Ultimate Parent Company of O&H Vehicle Conversions Limited (formerly known as Venari O&H Limited). Subsequent to all of this the group has embarked on a rebrand of the business back the familiar and respected O&H brand. |
Finally, the restructuring of the senior management team was done, ensuring that those most critical to the ongoing success of the business are sufficiently rewarded and motivated. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Strategic Report |
for the Year Ended 27 February 2024 |
The Group is now positioned to substantially increase output throughout 2025 and 2026. This will be achieved through production of the aforementioned newly developed and fully homologated vehicles supplied to NHS Trusts and partners through our existing Framework positions. The Type Approval noted above is also a key building block for all ambulance tenders that have followed since it was achieved. |
Key performance indicators |
The company monitors numerous key performance indicators (KPIs) on both a weekly and periodic basis, to assess its financial position against targets. In addition to turnover (£22,152,243 to 27 February 2024, £13,926,459 to February 2023) and earnings before interest and tax (EBIT), all cost streams are carefully scrutinised as are measures relating to productivity, order book and cash flow management. |
Position of the business at the year-end date 27 February 2024 |
As at 27 February 2024 the company had net liabilities of £4,087,476 (2023: net liabilities £10,499,518). |
PRINCIPAL RISKS AND UNCERTAINTIES |
The most significant risks to the group's profitability are; |
" Fluctuations in the volumes of orders across the year which can lead to under-utilisation of labour. |
" Increased interest rates |
" Vehicles converted at greater cost than budgeted. |
" Unusual delays in the availability of vehicles and key components. |
The board manages these risks by the introduction of improved processes and controls concerning build slots management, cost control and pro-active supply chain management. A continuous improvement ethos is being embedded in the business. |
POST BALANCE SHEET EVENTS |
On 20th May 2024, as part of the group rebrand, it was resolved to change the company name from Venari O&H Limited to O&H vehicle Conversions Limited. |
FUTURE DEVELOPMENTS |
The period since the February 2024 year end continued to see challenges, predominantly due to the delays in availability of vehicle chassis and inflationary pressures. However, the group has continued develop its order book within our well-established categories of the emergency services markets and new, profitably priced contracts have now gone into production including a box ambulance (a first for the business) and a fully electric Patient Transport Service. |
GOING CONCERN |
The directors have prepared detailed cash flow forecasts for 2025 and 2026 taking into account the aforementioned changes and efficiencies to reduce the cost base and improve profitably throughout the coming year as the legacy builds are replaced with new, appropriately priced contracts. This, together with the debt restructure, have had a positive impact on cashflow. |
The business has no reliance on any Third-Party Bank or Institutional Funding and does not factor its debtors. |
The Business has at all times ensured that all material suppliers including tax and payroll duties are paid in accordance with generally accepted terms and conditions, and therefore settled as they fall due. |
The directors have considered sensitivities in regards production and efficiencies when assessing these forecasts and despite the net liabilities position of £4,087,476 at 27 February 2024, the directors consider it appropriate that the financial statements are prepared on the basis of a going concern. |
ON BEHALF OF THE BOARD: |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Strategic Report |
for the Year Ended 27 February 2024 |
27 February 2025 |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Report of the Director |
for the Year Ended 27 February 2024 |
The director presents his report with the financial statements of the company for the year ended 27 February 2024. |
CHANGE OF NAME |
The company passed a special resolution on 24 May 2024 changing its name from Venari O&H Limited to O&H Vehicle Conversions Limited. |
PRINCIPAL ACTIVITY |
The principal activity of the company (formerly Venari O&H Limited) in the year under review was that of the design, manufacture, and conversion of vehicles tailored to meet specific client requirements. |
DIVIDENDS |
No dividends will be distributed for the year ended 27 February 2024. |
DIRECTORS |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 the law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- select suitable accounting policies and then apply them consistently; |
- make judgements and accounting estimates that are reasonable and prudent; |
- state whether applicable UK Accounting Standards have been followed, subject to any | material departures disclosed and explained in the financial statements |
- 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Report of the Director |
for the Year Ended 27 February 2024 |
AUDITORS |
The auditors, Clive Owen LLP, are deemed to be appointed under section 487(2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
O&H Vehicle Conversions Limited |
Opinion |
We have audited the financial statements of O&H Vehicle Conversions Limited (the 'company') for the year ended 27 February 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 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 27 February 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
O&H Vehicle Conversions Limited |
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 Report of the Director. |
We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
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 a Report of the Auditors 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, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this. |
We undertake the following procedures to identify and respond to these risks of non-compliance: |
- | Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law. |
- | Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance. |
- | Review of board minutes and correspondence relevant to the audit. |
- | Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed. |
- | Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies. |
- | Identifying and testing unusual journal entries, with a particular focus on manual journal entries. |
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 Report of the Auditors. |
Other matters which we are required to address |
This is the first year that Clive Owen LLP have been appointed as auditors. We have obtained sufficient, appropriate audit evidence that the opening balances do not contain misstatements that materially affect the current periods financial statements. |
Report of the Independent Auditors to the Members of |
O&H Vehicle Conversions Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
& Statutory Auditors |
Oak Tree House, Harwood Road |
Northminster Business Park |
Upper Poppleton |
York |
YO26 6QU |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Profit and Loss Account |
for the Year Ended 27 February 2024 |
Year Ended | Period |
27.2.24 | 1.3.22 to 27.2.23 |
Notes | £ | £ | £ | £ |
TURNOVER | 3 |
Cost of sales |
GROSS LOSS | ( |
) | ( |
) |
Exceptional items | ( |
) |
Administrative expenses |
(5,940,678 | ) | 7,442,374 |
5,477,711 | (7,863,029 | ) |
Other operating income |
OPERATING PROFIT/(LOSS) | 5 | ( |
) |
Amounts written off investments | 7 | (251,206 | ) | - |
5,972,291 | (7,863,029 | ) |
Interest payable and similar expenses | 8 |
PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
Tax on profit/(loss) | 9 | ( |
) |
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Other Comprehensive Income |
for the Year Ended 27 February 2024 |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
Notes | £ | £ |
PROFIT/(LOSS) FOR THE YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Balance Sheet |
27 February 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 |
CURRENT ASSETS |
Stocks | 11 |
Debtors | 12 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Capital contribution reserve | 20 |
Retained earnings | 20 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved by the director and authorised for issue on |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Statement of Changes in Equity |
for the Year Ended 27 February 2024 |
Called up | Capital |
share | Retained | contribution | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 27 February 2023 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 27 February 2024 | ( |
) | ( |
) |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements |
for the Year Ended 27 February 2024 |
1. | STATUTORY INFORMATION |
O&H Vehicle Conversions Limited (previously Venari O&H Limited) is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the company information page. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
There were no material departures from that standard. |
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. |
The accounts are prepared up to the 29 February 2024. |
Going Concern basis of preparation |
The directors have prepared detailed cash flow forecasts for 2025 and 2026 and therefore consider at least 12 months from date of approval of these financial statements. These cashflow forecasts have considered: |
- The significant strides that were taken in FY2024 to restructure the business, reduce the cost base and best position it to operate profitability throughout the coming year as the legacy builds are replaced with new appropriately priced work. |
- The order book and the forecast production volumes allowing the business to maintain its revenue forecast with the lower cost base. |
- The divestment of the fire division allowing for focus on the ambulance market. Along with refocussing the employee base on the production of ambulances. |
- The business has no external loans and does not factor its debtors, and the only remaining finance is the non-amortising loan of £1m provided by the minority shareholder Portus Felix Limited that is repayable in March 2029. |
- The continued settling of creditors as they fall due, within the generally accepted terms and conditions. |
Consequently, the company's directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis, which the directors considered to be appropriate. |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirement of paragraph 33.7. |
The company is a qualifying entity, and the exemptions relate to the Statement of Cash Flows, financial instruments and key management personnel. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
The preparation of the financial statements requires management 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 income and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates |
The following are sources of estimation uncertainty: |
Sale of slow moving stock |
The makeup of the stock provision is calculated based on the stock ageing report. If a stock item is held for more than 12 months it is classed as a slow moving stock item and is therefore provided against. |
Recoverability of debtor balances |
The company is subject to risk that its debtors default on payment. At the year end management review the trade debtor list and assess the likely recovery of these balances based on available information such as post year end cash received and compliance with credit terms. Where a balance is considered to be doubtful, a provision is included. |
Operating Lease commitments |
The company has entered into commercial leases as a lessee to obtain Motor Vehicles. The classification of such leases as operating or finance leases requires the company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires the recognition of an asset and liability in the balance sheet. |
Depreciation Rates |
Management applies judgment in determining the depreciation rates and useful lives of property, plant and equipment. These judgments are based on historical experience and expected usage. |
Stock valuation |
Stock is valued based on materials and cost of labour for the conversion of stock, taking into account inefficiencies in the production line which are not recoverable and expensed as incurred. |
Key accounting estimates and assumptions |
Accounting estimates, by definition, will often vary from the actual results. They are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The nature of the estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. The carrying amount of the estimates and assumptions at the period end are disclosed in the relevant note to the accounts. |
Stock provision |
When calculating the stock provision, management considers the nature and condition of the stock including whether the stock is slow moving or obsolete, as well as applying assumptions around anticipated future sales. |
Warranty provision |
The company accrues for the estimated cost of the warranty upon recognition of the sale. Costs are estimated based on a percentage of the conversion sales from a historical review of the costs incurred. Actual warranty costs are charged against the provision for warranty. |
Turnover |
Turnover represents the amounts receivable for goods and services net of VAT and trade discounts. Revenue for vehicle sales is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Fixtures and fittings | - |
Motor vehicles | - |
Stocks |
Stocks are valued at the lower cost and net realisable value, after making due allowances for obsolete and slow moving items. Stocks are valued using the first-in, first-out (FIFO) method and cost includes expenditure incurred in acquiring the stocks, production or conversion costs and other costs in bringing them to their existing location and condition. In the case of manufactured stocks and work in progress, cost includes an appropriate share of absorbed labour. |
Financial instruments |
Basic financial instruments are recognised at amortised cost with charges recognised in profit or loss. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period which they relate. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Operating lease |
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense. |
Finance lease |
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability using the rate implicit in the lease. The finance charge is allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred. |
Provisions |
A provision is recognised in the balance sheet when the company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. |
3. | TURNOVER |
The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
An analysis of turnover by geographical market is given below: |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
United Kingdom |
Europe |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
4. | EMPLOYEES AND DIRECTORS |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
Management | 5 | 1 |
Administration and sales | 53 | 15 |
Operatives | 123 | 50 |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director for the year ended 27 February 2024 is as follows: |
Year Ended |
27.2.24 |
£ |
Emoluments etc |
Pension contributions to money purchase schemes |
In the previous year all employees and directors were paid from O&H Vehicle Conversions Group Limited (previously Venari Group Limited). In the current year, all directors and employees are paid from this company, O&H Vehicle Conversions Limited (previously Venari O&H Limited) |
Key management remuneration is not disclosed as the directors are the only employees considered key management and are disclosed separately. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
5. | OPERATING PROFIT/(LOSS) |
The operating profit (2023 - operating loss) is stated after charging/(crediting): |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Loss on disposal of fixed assets |
Auditors' remuneration |
Non-Auditors' remuneration |
Tangible fixed asset impairment |
Bad debt expense/(reversal) | ( |
) |
Operating leases |
Provision for amounts owed by group undertakings |
6. | EXCEPTIONAL ITEMS |
Year Ended 27.2.24 | Period 1.3.22to2 7.2.23 |
£ | £ |
Development costs | - | (854,505 | ) |
Intercompany loans and interest waived | 12,143,546 | - |
Other intercompany loans and costs waived | (889,520 | ) | - |
11,254,026 | (854,505 | ) |
As detailed in the Strategic Report, on 15th February 2024 the group completed a capital and debt restructuring to solidify it’s future. Portus Felix Limited, the former Ultimate Parent Company, agreed to waive loans to O&H Vehicle Conversions Limited (formerly known as Venari O&H Limited) amounting to £11,623,112 and interest to the value of £520,434. As part of this restructuring intercompany loans and costs of £889,520 were also waived. |
The prior year amount relates to development costs written off due to a project no longer deemed commercially viable and therefore the asset was impaired to £nil. |
7. | AMOUNTS WRITTEN OFF INVESTMENTS |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Amounts w/o invs | (251,206 | ) | - |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Other Interest |
Interest on group loans |
9. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the profit for the year was as follows: |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Current tax: |
HMRC Tax refund | (500,497 | ) | - |
Deferred tax |
Tax on profit/(loss) | ( |
) |
UK corporation tax has been charged at 25% . |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.3.22 |
Year Ended | to |
27.2.24 | 27.2.23 |
£ | £ |
Profit/(loss) before tax | ( |
) |
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) |
Capital allowances in excess of depreciation | ( |
) | - |
Tax rate differences | - | 8,958 |
Group relief | - | 85,046 |
Deferred tax movement on unprovided losses | 1,443,276 | 1,399,320 |
HMRC tax refund | (500,497 | ) | - |
Non trading loan relationships | (2,859,293 | ) | - |
Deferred tax movement | 56,905 | - |
Total tax (credit)/charge | (443,592 | ) | 37,330 |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
9. | TAXATION - continued |
The company only recognises deferred tax assets on losses where it is probable that they will be utilised in the short term. A deferred tax asset of £4.9m (2023 - £3.8m (as restated)) has not been recognised on losses of approximately £19.4m (2023 - £15.2m (as restated)) which are available to carry forward against future trading profits. |
Factors that may affect future tax charges |
Finance Act 2021 provides that from 1 April 2023, the main rate of corporation tax will increase to 25%. The deferred tax has provided at the rates expected to be in place when the timing differences reverse. |
10. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST |
At 28 February 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
At 27 February 2024 |
DEPRECIATION |
At 28 February 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 27 February 2024 |
NET BOOK VALUE |
At 27 February 2024 |
At 27 February 2023 |
11. | STOCKS |
2024 | 2023 |
£ | £ |
Raw materials |
Work-in-progress |
Raw materials, consumables, changes in finished goods and work in progress and provisions for impairment are recognised as cost of sales. |
Raw materials are stated after provisions for impairment of £524,853 (2023 - £778,107). |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
VAT |
Deferred tax asset |
Prepayments and accrued income |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans and overdrafts (see note 15) |
Other loans (see note 15) |
Payments on account |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security |
Other creditors |
Accruals and deferred income |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Other loans (see note 15) |
15. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Other loans |
Amounts falling due between two and five years: |
Other Loans | 1,000,000 | - |
The bank loan was fully repaid on 3 March 2023. Other loans of £11,623,112 were waived during the year by Portus Felix. Portus Felix then issued a new loan of £1,000,000 with the loan agreement stating that it is payable in 2029 therefore has been classified as due between two and five years. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
16. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
Between one and five years |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
2024 | 2023 |
£ | £ |
Bank loans |
Bank loans | - | 323,750 |
The bank loan was fully repaid on 3 March 2023. |
18. | PROVISIONS FOR LIABILITIES |
2024 | 2023 |
£ | £ |
Deferred tax | - | - |
Warranty provisions | 198,014 | 156,250 |
Deferred | Other |
tax | provisions |
£ | £ |
Balance at 28 February 2023 | ( |
) |
Provided during year |
Balance at 27 February 2024 |
Other provisions relate to an estimate of potential future warranty expenditure based on the profile of historical warranty costs. The length of warranties ranges from between 3 and 5 years. |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary Shares | £1 | 1,955,729 | 1,955,729 |
The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. |
Called up share capital - represents the nominal value of shares that have been issues. |
O&H Vehicle Conversions Limited (Registered number: 02266138) |
Notes to the Financial Statements - continued |
for the Year Ended 27 February 2024 |
20. | RESERVES |
Capital |
Retained | contribution |
earnings | reserve | Totals |
£ | £ | £ |
At 28 February 2023 | ( |
) | (12,455,247 | ) |
Profit for the year |
At 27 February 2024 | ( |
) | (6,043,205 | ) |
Retained earnings - includes all current and prior period retained profits and losses. |
Capital contribution reserve - arose in the period ending 30 April 2019 when shareholder loans due to the previous parent company, Endless LLP, were waived and converted to capital as part of the balance sheet restructure. |
21. | ULTIMATE PARENT COMPANY |
The ultimate parent company is Oughtred & Harrison Holdings Ltd, a private company, limited by shares registered in England and Wales. The companies registered office is 5 Larsen Road, Goole, East Yorkshire, United Kingdom, DN14 6XG. |
ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is O&H Vehicle Conversions Group limited by virtue of control over all group entities. |
22. | RELATED PARTY DISCLOSURES |
Entities with control, joint control or significant influence over the entity |
27.2.24 | 27.2.23 |
£ | £ |
Interest payable to related party | 2,980 | 15,307 |
Loans received from related party | 1,000,000 | 2,810,939 |
Amount due to related party | 1,002,980 | 2,826,246 |
Loan agreements relating to the above loans were entered into during the year. The loan agreement states that the balance is repayable in 2029 therefore the balance is shown in creditors falling due after more than one year. |
Other related parties |
27.2.24 | 27.2.23 |
£ | £ |
Purchases | 81,000 | 42,469 |
Amount due to related party | - | 1,310 |
Other related parties relates to companies which are significantly influenced by members or close family members of key management personnel. |