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REGISTERED NUMBER: 02266138 (England and Wales)













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: M Brickhill



REGISTERED OFFICE: 5 Larsen Road
Goole
East Yorkshire
DN14 6XG



REGISTERED NUMBER: 02266138 (England and Wales)



SENIOR STATUTORY AUDITOR: Phillipa Symington ACA, CA(SA)



AUDITORS: Clive Owen LLP
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:




M Brickhill - Director



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
M Brickhill has held office during the whole of the period from 28 February 2023 to the date of this report.

Other changes in directors holding office are as follows:

O J North - resigned 19 December 2023
K E Davy - resigned 15 February 2024
S C Turvey - resigned 15 February 2024
J A Houston - resigned 6 February 2024
C Scaife - appointed 15 February 2024

C Scaife ceased to be a director after 27 February 2024 but prior to the date of this report.

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:





M Brickhill - Director


27 February 2025

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.




Phillipa Symington ACA, CA(SA) (Senior Statutory Auditor)
for and on behalf of Clive Owen LLP
Chartered Accountants
& Statutory Auditors
Oak Tree House, Harwood Road
Northminster Business Park
Upper Poppleton
York
YO26 6QU

27 February 2025

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 22,152,243 13,926,459

Cost of sales 22,615,210 14,347,114
GROSS LOSS (462,967 ) (420,655 )

Exceptional items (11,254,026 ) 854,505
Administrative expenses 5,313,348 6,587,869
(5,940,678 ) 7,442,374
5,477,711 (7,863,029 )

Other operating income 243,374 -
OPERATING PROFIT/(LOSS) 5 5,721,085 (7,863,029 )

Amounts written off investments 7 (251,206 ) -
5,972,291 (7,863,029 )

Interest payable and similar expenses 8 3,841 34,568
PROFIT/(LOSS) BEFORE TAXATION 5,968,450 (7,897,597 )

Tax on profit/(loss) 9 (443,592 ) 37,330
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

6,412,042

(7,934,927

)

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 6,412,042 (7,934,927 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

6,412,042

(7,934,927

)

O&H Vehicle Conversions Limited (Registered number: 02266138)

Balance Sheet
27 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 345,862 269,048

CURRENT ASSETS
Stocks 11 8,533,317 9,032,680
Debtors 12 2,161,025 3,944,710
Cash at bank and in hand 2,683,206 859,824
13,377,548 13,837,214
CREDITORS
Amounts falling due within one year 13 16,612,872 24,449,530
NET CURRENT LIABILITIES (3,235,324 ) (10,612,316 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,889,462

)

(10,343,268

)

CREDITORS
Amounts falling due after more than one
year

14

(1,000,000

)

-

PROVISIONS FOR LIABILITIES 18 (198,014 ) (156,250 )
NET LIABILITIES (4,087,476 ) (10,499,518 )

CAPITAL AND RESERVES
Called up share capital 19 1,955,729 1,955,729
Capital contribution reserve 20 3,273,146 3,273,146
Retained earnings 20 (9,316,351 ) (15,728,393 )
SHAREHOLDERS' FUNDS (4,087,476 ) (10,499,518 )

The financial statements were approved by the director and authorised for issue on 27 February 2025 and were signed by:





M Brickhill - Director


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 1,955,729 (7,793,466 ) 3,273,146 (2,564,591 )

Changes in equity
Total comprehensive income - (7,934,927 ) - (7,934,927 )
Balance at 27 February 2023 1,955,729 (15,728,393 ) 3,273,146 (10,499,518 )

Changes in equity
Total comprehensive income - 6,412,042 - 6,412,042
Balance at 27 February 2024 1,955,729 (9,316,351 ) 3,273,146 (4,087,476 )

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 25% on cost and 20% on cost
Motor vehicles - 25% on cost

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
£    £   
Sale of goods 20,823,441 12,726,217
Rendering of services 1,328,802 1,200,242
22,152,243 13,926,459

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 18,871,044 9,900,356
Europe 3,281,199 4,026,103
22,152,243 13,926,459

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 6,281,627 2,037,233
Social security costs 620,879 215,029
Other pension costs 130,830 37,340
7,033,336 2,289,602

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
181 66

Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Directors' remuneration 406,625 -
Directors' pension contributions to money purchase schemes 7,617 -

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 4 -

Information regarding the highest paid director for the year ended 27 February 2024 is as follows:


Year Ended
27.2.24
£   
Emoluments etc 165,000
Pension contributions to money purchase schemes 1,211

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 506,475 100,616
Depreciation - owned assets 93,886 73,267
Loss on disposal of fixed assets - 7,781
Auditors' remuneration 41,700 -
Non-Auditors' remuneration 12,500 -
Tangible fixed asset impairment 79,392 52,916
Bad debt expense/(reversal) 574 (6,785 )
Operating leases 137,721 151,265
Provision for amounts owed by group undertakings - 251,207

6. EXCEPTIONAL ITEMS


Year Ended
27.2.24
Period
1.3.22to2
7.2.23
££
Development costs-(854,505)
Intercompany loans and interest waived12,143,546-
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 861 19,261
Interest on group loans 2,980 15,307
3,841 34,568

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 56,905 37,330
Tax on profit/(loss) (443,592 ) 37,330

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 5,968,450 (7,897,597 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 19%)

1,492,113

(1,500,543

)

Effects of:
Expenses not deductible for tax purposes 4,111 44,549
Income not taxable for tax purposes (44,516 ) -
Capital allowances in excess of depreciation (35,691 ) -
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 1,982,809 111,967 2,094,776
Additions 241,256 8,836 250,092
Disposals (782,988 ) (91,792 ) (874,780 )
At 27 February 2024 1,441,077 29,011 1,470,088
DEPRECIATION
At 28 February 2023 1,813,031 12,697 1,825,728
Charge for year 77,996 15,890 93,886
Eliminated on disposal (782,988 ) (12,400 ) (795,388 )
At 27 February 2024 1,108,039 16,187 1,124,226
NET BOOK VALUE
At 27 February 2024 333,038 12,824 345,862
At 27 February 2023 169,778 99,270 269,048

11. STOCKS
2024 2023
£    £   
Raw materials 3,266,601 5,845,501
Work-in-progress 5,266,716 3,187,179
8,533,317 9,032,680

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 1,209,487 1,202,318
Amounts owed by group undertakings 468,605 1,844,555
Other debtors - 20,762
VAT 303,517 617,616
Deferred tax asset - 56,905
Prepayments and accrued income 179,416 202,554
2,161,025 3,944,710

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts (see note 15) - 323,750
Other loans (see note 15) - 12,867,339
Payments on account 1,370,080 3,523,485
Trade creditors 2,364,938 3,726,323
Amounts owed to group undertakings 12,078,909 989,859
Taxation and social security 156,285 158,957
Other creditors 24,943 771,000
Accruals and deferred income 617,717 2,088,817
16,612,872 24,449,530

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Other loans (see note 15) 1,000,000 -

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 - 323,750
Other loans - 12,867,339
- 13,191,089

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 91,222 187,180
Between one and five years 53,194 117,545
144,416 304,725

17. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£    £   
Bank loans - 323,750
Bank loans - 323,750
- 647,500

The bank loan was fully repaid on 3 March 2023.

18. PROVISIONS FOR LIABILITIES
2024 2023
£    £   
Deferred tax - -
Warranty provisions 198,014 156,250
198,014 156,250

Deferred Other
tax provisions
£    £   
Balance at 28 February 2023 (56,905 ) 156,250
Provided during year 56,905 41,764
Balance at 27 February 2024 - 198,014

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: £    £   
1,955,729 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 (15,728,393 ) 3,273,146 (12,455,247 )
Profit for the year 6,412,042 6,412,042
At 27 February 2024 (9,316,351 ) 3,273,146 (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.