IRIS Accounts Production v24.3.2.46 12154703 director 27.2.24 28.2.23 27.2.24 27.2.24 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true true false true true false false false false false false true false Ordinary A 0 Ordinary B 0 Ordinary B1 0 0 0 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh121547032023-02-27121547032024-02-27121547032023-02-282024-02-27121547032022-02-28121547032022-03-012023-02-27121547032023-02-2712154703ns15:EnglandWales2023-02-282024-02-2712154703ns14:PoundSterling2023-02-282024-02-2712154703ns10:Director12023-02-282024-02-2712154703ns10:Consolidated2024-02-2712154703ns10:ConsolidatedGroupCompanyAccounts2023-02-282024-02-2712154703ns10:PrivateLimitedCompanyLtd2023-02-282024-02-2712154703ns10:Consolidatedns10:MediumEntities2023-02-282024-02-2712154703ns10:Consolidatedns10:Audited2023-02-282024-02-2712154703ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-02-282024-02-2712154703ns10:Medium-sizedCompaniesRegimeForAccounts2023-02-282024-02-2712154703ns10:Consolidated2023-02-282024-02-2712154703ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-02-282024-02-2712154703ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-02-282024-02-2712154703ns10:FullAccounts2023-02-282024-02-2712154703ns5:Subsidiary12023-02-282024-02-2712154703ns5:Subsidiary22023-02-282024-02-2712154703ns5:Subsidiary32023-02-282024-02-271215470312023-02-282024-02-2712154703ns10:OrdinaryShareClass12023-02-282024-02-2712154703ns10:OrdinaryShareClass22023-02-282024-02-2712154703ns10:OrdinaryShareClass32023-02-282024-02-27121547031ns10:OrdinaryShareClass12023-02-282024-02-27121547032ns10:OrdinaryShareClass22023-02-282024-02-2712154703ns10:OrdinaryShareClass332023-02-282024-02-271215470312023-02-282024-02-2712154703ns10:RegisteredOffice2023-02-282024-02-2712154703ns10:Director22023-02-282024-02-2712154703ns10:Director32023-02-282024-02-2712154703ns10:Director42023-02-282024-02-2712154703ns10:Director52023-02-282024-02-2712154703ns10:Director62023-02-282024-02-2712154703ns10:Director72023-02-282024-02-2712154703ns10:Consolidated2022-03-012023-02-2712154703ns5:CurrentFinancialInstruments2024-02-2712154703ns5:CurrentFinancialInstruments2023-02-2712154703ns5:Non-currentFinancialInstruments2024-02-2712154703ns5:Non-currentFinancialInstruments2023-02-2712154703ns5:ShareCapital2024-02-2712154703ns5:ShareCapital2023-02-2712154703ns5:SharePremium2024-02-2712154703ns5:SharePremium2023-02-2712154703ns5:RevaluationReserve2024-02-2712154703ns5:RevaluationReserve2023-02-2712154703ns5:FurtherSpecificReserve1ComponentTotalEquity2024-02-2712154703ns5:FurtherSpecificReserve1ComponentTotalEquity2023-02-2712154703ns5:RetainedEarningsAccumulatedLosses2024-02-2712154703ns5:RetainedEarningsAccumulatedLosses2023-02-2712154703ns5:ShareCapital2022-02-2812154703ns5:RetainedEarningsAccumulatedLosses2022-02-2812154703ns5:SharePremium2022-02-2812154703ns5:ShareCapital2022-03-012023-02-2712154703ns5:SharePremium2022-03-012023-02-2712154703ns5:ShareCapital2023-02-282024-02-2712154703ns5:SharePremium2023-02-282024-02-2712154703ns5:RetainedEarningsAccumulatedLosses2023-02-282024-02-2712154703ns5:RevaluationReserve2022-02-2812154703ns5:FurtherSpecificReserve1ComponentTotalEquity2022-02-2812154703ns5:RevaluationReserve2022-03-012023-02-2712154703ns5:FurtherSpecificReserve1ComponentTotalEquity2022-03-012023-02-2712154703ns5:RevaluationReserve2023-02-282024-02-2712154703ns5:FurtherSpecificReserve1ComponentTotalEquity2023-02-282024-02-2712154703ns5:NetGoodwill2023-02-282024-02-2712154703ns5:IntangibleAssetsOtherThanGoodwill2023-02-282024-02-2712154703ns5:FurnitureFittings2023-02-282024-02-2712154703ns5:MotorVehicles2023-02-282024-02-2712154703ns5:LandBuildings2023-02-2712154703ns5:FurnitureFittings2023-02-2712154703ns5:LandBuildings2023-02-282024-02-2712154703ns5:LandBuildings2024-02-2712154703ns5:FurnitureFittings2024-02-2712154703ns5:LandBuildings2023-02-2712154703ns5:FurnitureFittings2023-02-2712154703ns5:CostValuation2023-02-2712154703ns5:DisposalsRepaymentsInvestments2024-02-2712154703ns5:CostValuation2024-02-27121547031ns5:Subsidiary12023-02-282024-02-2712154703ns5:Subsidiary122023-02-282024-02-2712154703ns5:Subsidiary232023-02-282024-02-2712154703ns5:Subsidiary242023-02-282024-02-27121547035ns5:Subsidiary32023-02-282024-02-2712154703ns5:WithinOneYearns5:CurrentFinancialInstruments2024-02-2712154703ns5:WithinOneYearns5:CurrentFinancialInstruments2023-02-2712154703ns5:AcceleratedTaxDepreciationDeferredTax2024-02-2712154703ns5:AcceleratedTaxDepreciationDeferredTax2023-02-2712154703ns5:DeferredTaxation2023-02-2712154703ns5:DeferredTaxation2023-02-282024-02-2712154703ns5:DeferredTaxation2024-02-2712154703ns10:OrdinaryShareClass12024-02-2712154703ns10:OrdinaryShareClass22024-02-2712154703ns10:OrdinaryShareClass32024-02-2712154703ns5:RetainedEarningsAccumulatedLosses2023-02-2712154703ns5:SharePremium2023-02-2712154703ns5:RevaluationReserve2023-02-2712154703ns5:FurtherSpecificReserve1ComponentTotalEquity2023-02-27
REGISTERED NUMBER: 12154703 (England and Wales)













Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 27 February 2024

for

O&H Vehicle Conversions Group Limited

Previously known as
Venari Group Limited

O&H Vehicle Conversions Group Limited (Registered number: 12154703)






Contents of the Consolidated Financial Statements
for the Year Ended 27 February 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 5

Report of the Independent Auditors 7

Consolidated Profit and Loss Account 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


O&H Vehicle Conversions Group 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: 12154703 (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 Group Limited (Registered number: 12154703)

Group 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 group 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 group 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 group achieved a profit before tax for the year ended 27 February 2024 of £9.4m (2023: £9.1m 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 £15.1m, therefore the operating loss before taking this into account amounted to £5.8m. 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 £14,785,923. 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 Group Limited (Registered number: 12154703)

Group 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 (£22,326,678 to 27 February 2024, £14,168,696 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 group had net assets of £7,430,116 (2023: net liabilities £9,602,609).

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 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 Group Limited (Registered number: 12154703)

Group Strategic Report
for the Year Ended 27 February 2024

27 February 2025

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Report of the Director
for the Year Ended 27 February 2024

The director presents his report with the financial statements of the company and the group for the year ended 27 February 2024.

CHANGE OF NAME
The group passed a special resolution on 24 May 2024 changing its name from Venari Group Limited to O&H Vehicle Conversions Group Limited.

PRINCIPAL ACTIVITY
The principal activity of the group (formerly Venari Group 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.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

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:

S C Turvey - resigned 15 February 2024
O J North - resigned 19 December 2023
J A Houston - resigned 6 February 2024
E L Eastwood - resigned 29 June 2023
K E Davy - resigned 15 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 director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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 group'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 group's auditors are aware of that information.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

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 Group Limited

Opinion
We have audited the financial statements of O&H Vehicle Conversions Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 27 February 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 27 February 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 Group 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 Group 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 Group 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 Group Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent 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.

Report of the Independent Auditors to the Members of
O&H Vehicle Conversions Group Limited


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.

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 Group Limited (Registered number: 12154703)

Consolidated
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 22,326,678 14,168,696

Cost of sales 22,688,119 14,557,770
GROSS LOSS (361,441 ) (389,074 )

Exceptional items (15,121,552 ) 854,505
Administrative expenses 5,385,740 7,382,266
(9,735,812 ) 8,236,771
OPERATING PROFIT/(LOSS) 5 9,374,371 (8,625,845 )


Interest payable and similar expenses 7 11,290 439,986
PROFIT/(LOSS) BEFORE TAXATION 9,363,081 (9,065,831 )

Tax on profit/(loss) 8 (451,681 ) 29,830
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

9,814,762

(9,095,661

)
Profit/(loss) attributable to:
Owners of the parent 9,814,762 (9,095,661 )

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Consolidated
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 9,814,762 (9,095,661 )


OTHER COMPREHENSIVE INCOME
Property revaluation - 864,468
Income tax relating to other comprehensive
income

-

(173,150

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

-

691,318
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

9,814,762

(8,404,343

)

Total comprehensive income attributable to:
Owners of the parent 9,814,762 (8,404,343 )

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Consolidated Balance Sheet
27 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 2,988,052 3,214,886
Investments 12 - -
2,988,052 3,214,886

CURRENT ASSETS
Stocks 13 8,533,317 9,091,099
Debtors 14 1,695,427 2,342,136
Cash at bank and in hand 2,683,206 873,632
12,911,950 12,306,867
CREDITORS
Amounts falling due within one year 15 4,541,412 24,758,214
NET CURRENT ASSETS/(LIABILITIES) 8,370,538 (12,451,347 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,358,590

(9,236,461

)

CREDITORS
Amounts falling due after more than one
year

16

(3,500,000

)

-

PROVISIONS FOR LIABILITIES 20 (428,474 ) (366,148 )
NET ASSETS/(LIABILITIES) 7,430,116 (9,602,609 )

CAPITAL AND RESERVES
Called up share capital 21 1,040 416
Share premium 22 2,574,742 2,574,742
Revaluation reserve 22 674,401 688,901
Capital contribution reserve 22 7,217,339 -
Retained earnings 22 (3,037,406 ) (12,866,668 )
SHAREHOLDERS' FUNDS 7,430,116 (9,602,609 )

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 Group Limited (Registered number: 12154703)

Company Balance Sheet
27 February 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 2,642,190 2,732,418
Investments 12 1 2
2,642,191 2,732,420

CURRENT ASSETS
Debtors 14 12,037,573 11,281,727
Cash at bank - 6,537
12,037,573 11,288,264
CREDITORS
Amounts falling due within one year 15 622,648 13,249,769
NET CURRENT ASSETS/(LIABILITIES) 11,414,925 (1,961,505 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

14,057,116

770,915

CREDITORS
Amounts falling due after more than one
year

16

(2,500,000

)

-

PROVISIONS FOR LIABILITIES 20 (230,460 ) (238,549 )
NET ASSETS 11,326,656 532,366

CAPITAL AND RESERVES
Called up share capital 21 1,040 416
Share premium 22 2,574,742 2,574,742
Revaluation reserve 22 560,600 575,100
Capital contribution reserve 22 7,217,339 -
Retained earnings 22 972,935 (2,617,892 )
SHAREHOLDERS' FUNDS 11,326,656 532,366

Company's profit/(loss) for the financial year 3,576,327 (2,812,499 )

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 Group Limited (Registered number: 12154703)

Consolidated Statement of Changes in Equity
for the Year Ended 27 February 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 March 2022 - (3,773,424 ) 2,574,742

Changes in equity
Issue of share capital 416 - -
Total comprehensive income - (9,093,244 ) -
Balance at 27 February 2023 416 (12,866,668 ) 2,574,742

Changes in equity
Issue of share capital 624 - -
Total comprehensive income - 9,829,262 -
Balance at 27 February 2024 1,040 (3,037,406 ) 2,574,742
Capital
Revaluation contribution Total
reserve reserve equity
£    £    £   
Balance at 1 March 2022 - - (1,198,682 )

Changes in equity
Issue of share capital - - 416
Total comprehensive income 688,901 - (8,404,343 )
Balance at 27 February 2023 688,901 - (9,602,609 )

Changes in equity
Issue of share capital - - 624
Total comprehensive income (14,500 ) - 9,814,762
Capital contribution - 7,217,339 7,217,339
Balance at 27 February 2024 674,401 7,217,339 7,430,116

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Company Statement of Changes in Equity
for the Year Ended 27 February 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 March 2022 - 192,190 2,574,742

Changes in equity
Issue of share capital 416 - -
Total comprehensive income - (2,810,082 ) -
Balance at 27 February 2023 416 (2,617,892 ) 2,574,742

Changes in equity
Issue of share capital 624 - -
Total comprehensive income - 3,590,827 -
Balance at 27 February 2024 1,040 972,935 2,574,742
Capital
Revaluation contribution Total
reserve reserve equity
£    £    £   
Balance at 1 March 2022 - - 2,766,932

Changes in equity
Issue of share capital - - 416
Total comprehensive income 575,100 - (2,234,982 )
Balance at 27 February 2023 575,100 - 532,366

Changes in equity
Issue of share capital - - 624
Total comprehensive income (14,500 ) - 3,576,327
Capital contribution - 7,217,339 7,217,339
Balance at 27 February 2024 560,600 7,217,339 11,326,656

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Consolidated Cash Flow Statement
for the Year Ended 27 February 2024

Period
1.3.22
Year Ended to
27.2.24 27.2.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,900,325 (6,386,641 )
Interest paid (11,290 ) (439,986 )
Tax paid 443,592 -
Net cash from operating activities 4,332,627 (6,826,627 )

Cash flows from investing activities
Purchase of tangible fixed assets (339,218 ) (384,097 )
Sale of tangible fixed assets 313,451 78,417
Sale of fixed asset investments (24,160 ) -
Net cash from investing activities (49,927 ) (305,680 )

Cash flows from financing activities
New loans in year 3,500,000 8,110,939
Loan repayments in year (13,191,089 ) (105,000 )
Capital contribution 7,217,339 -
Share issue 624 -
Net cash from financing activities (2,473,126 ) 8,005,939

Increase in cash and cash equivalents 1,809,574 873,632
Cash and cash equivalents at beginning of
year

2

873,632

-

Cash and cash equivalents at end of year 2 2,683,206 873,632

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 27 February 2024

1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Profit/(loss) before taxation 9,363,081 (9,065,831 )
Depreciation charges 252,601 461,268
Loss on disposal of fixed assets 24,159 7,781
Impairment of goodwill - 1,410,328
Impairment of tangible fixed assets - 52,916
Finance costs 11,290 439,986
9,651,131 (6,693,552 )
Decrease/(increase) in stocks 557,782 (7,426,559 )
Decrease/(increase) in trade and other debtors 646,709 (1,831,639 )
(Decrease)/increase in trade and other creditors (6,955,297 ) 9,565,109
Cash generated from operations 3,900,325 (6,386,641 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 27 February 2024
27.2.24 28.2.23
£    £   
Cash and cash equivalents 2,683,206 873,632
Period ended 27 February 2023
27.2.23 1.3.22
£    £   
Cash and cash equivalents 873,632 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 28.2.23 Cash flow At 27.2.24
£    £    £   
Net cash
Cash at bank and in hand 873,632 1,809,574 2,683,206
873,632 1,809,574 2,683,206
Debt
Debts falling due within 1 year (13,191,089 ) 13,191,089 -
Debts falling due after 1 year - (3,500,000 ) (3,500,000 )
(13,191,089 ) 9,691,089 (3,500,000 )
Total (12,317,457 ) 11,500,663 (816,794 )

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements
for the Year Ended 27 February 2024

1. STATUTORY INFORMATION

O&H Vehicle Conversions Group 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 General 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 £3.5m 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.

Basis of consolidation
The group accounts consolidate the results of the company and its subsidiaries under the acquisition method.

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated 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.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

2. ACCOUNTING POLICIES - continued

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.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in August 2019, is being amortised evenly over its estimated useful life of ten years. During 2023 the remaining value of goodwill was written off in full.

Intangible assets
Development expenditure is written off to the profit and loss account in the period in which it is incurred unless the directors are satisfied as to the technical, commercial and financial viability of individual projects and can assess the outcome of the project with reasonable certainty. In this situation, the expenditure is capitalised and amortised over the period during which the company is expected to benefit.

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 - 33% on cost, 25% on cost and 20% on cost
Motor vehicles - 25% on cost

No depreciation is provided on Freehold Land.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

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 year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, 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.


O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

2. ACCOUNTING POLICIES - continued
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 year 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.

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.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

3. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the group.

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 20,997,876 12,968,454
Rendering of services 1,328,802 1,200,242
22,326,678 14,168,696

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 19,045,479 10,142,593
Europe 3,281,199 4,026,103
22,326,678 14,168,696

4. EMPLOYEES AND DIRECTORS
Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Wages and salaries 6,196,862 3,001,649
Social security costs 620,879 427,795
Other pension costs 130,830 95,338
6,948,571 3,524,782

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 12
Administration and sales 10 50
Operatives 166 81
181 143

The average number of employees by undertakings that were proportionately consolidated during the year was 181 (2023 - 143 ) .

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

4. EMPLOYEES AND DIRECTORS - continued

Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Directors' remuneration 406,625 429,778
Directors' pension contributions to money purchase schemes 7,617 25,666
Compensation to directors for loss of office - 52,500

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

Money purchase schemes 4 4

Information regarding the highest paid director is as follows:
Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Emoluments etc 165,000 275,119
Pension contributions to money purchase schemes 1,211 1,320

Key management remuneration is not disclosed as the directors are the only employees considered key management and are disclosed separately.

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 393,475 100,616
Depreciation - owned assets 252,601 242,894
Loss on disposal of fixed assets 24,159 7,781
Goodwill amortisation - 218,374
Auditors' remuneration 41,700 51,285
Non-Auditors' remuneration 12,500 35,750
Auditors' remuneration for non audit work - 54,715
Tangible fixed asset impairment 79,392 52,916
Bad debt expense/(reversal) 574 (6,785 )
Operating leases 137,721 350,930

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

6. EXCEPTIONAL ITEMS


Year Ended
27.2.24
Period
1.3.22to2
7.2.23
£ £
Development costs - (854,505 )
Intercompany loans and interest waived 15,306,357 -
Other intercompany loans and costs waived (184,805 ) -
15,121,552 (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 Group Limited (formerly known as Venari O&H Group Limited) amounting to £14,785,923 and interest to the value of £520,434. As part of this restructuring intercompany loans and costs of £184,805 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. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.3.22
Year Ended to
27.2.24 27.2.23
£    £   
Bank loan interest - 25,891
Other interest 861 19,261
Interest on group loans 10,429 394,834
11,290 439,986

8. 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 48,816 29,830
Tax on profit/(loss) (451,681 ) 29,830

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

8. TAXATION - continued

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 9,363,081 (9,065,831 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 19 %)

2,340,770

(1,722,508

)

Effects of:
Expenses not deductible for tax purposes 413,047 338,409
Income not taxable for tax purposes (4,142,045 ) 14,609
Capital allowances in excess of depreciation (34,278 ) -
Deferred tax movement on unprovided losses 1,443,276 1,399,320
Group losses (20,770 ) -
HMRC Tax Refund (500,497 ) -
Deferred tax movement 48,816 -
Total tax (credit)/charge (451,681 ) 29,830

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 27 February 2024.

1.3.22 to 27.2.23
Gross Tax Net
£    £    £   
Property revaluation 864,468 (173,150 ) 691,318

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.

9. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.


O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 28 February 2023
and 27 February 2024 2,183,736
AMORTISATION
At 28 February 2023
and 27 February 2024 2,183,736
NET BOOK VALUE
At 27 February 2024 -
At 27 February 2023 -

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST OR VALUATION
At 28 February 2023 2,650,000 383,929 2,201,513 111,967 5,347,409
Additions - 1,332 249,658 88,228 339,218
Disposals - (385,261 ) (786,022 ) (171,184 ) (1,342,467 )
At 27 February 2024 2,650,000 - 1,665,149 29,011 4,344,160
DEPRECIATION
At 28 February 2023 8,833 170,509 1,940,484 12,697 2,132,523
Charge for year 53,000 61,417 122,294 15,890 252,601
Eliminated on disposal - (231,926 ) (784,690 ) (12,400 ) (1,029,016 )
At 27 February 2024 61,833 - 1,278,088 16,187 1,356,108
NET BOOK VALUE
At 27 February 2024 2,588,167 - 387,061 12,824 2,988,052
At 27 February 2023 2,641,167 213,420 261,029 99,270 3,214,886

Cost or valuation at 27 February 2024 is represented by:

Fixtures
Freehold and Motor
property fittings vehicles Totals
£    £    £    £   
Valuation in 2023 725,000 - - 725,000
Cost 1,925,000 1,665,149 29,011 3,619,160
2,650,000 1,665,149 29,011 4,344,160

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

11. TANGIBLE FIXED ASSETS - continued

Group

If freehold property had not been revalued they would have been included at the following historical cost:

2024 2023
£    £   
Cost 1,925,000 1,925,000
Aggregate depreciation 44,917 6,417

Freehold land and buildings were valued on a market value basis at £2,650,000 in January 2023 by an external, independent valuer, Eddisons, being RICS qualified with appropriate experience and expertise in the class of property being valued.

Company
Fixtures
Freehold and
property fittings Totals
£    £    £   
COST OR VALUATION
At 28 February 2023 2,650,000 218,704 2,868,704
Additions - 8,402 8,402
Disposals - (3,034 ) (3,034 )
At 27 February 2024 2,650,000 224,072 2,874,072
DEPRECIATION
At 28 February 2023 8,833 127,453 136,286
Charge for year 53,000 44,298 97,298
Eliminated on disposal - (1,702 ) (1,702 )
At 27 February 2024 61,833 170,049 231,882
NET BOOK VALUE
At 27 February 2024 2,588,167 54,023 2,642,190
At 27 February 2023 2,641,167 91,251 2,732,418

Cost or valuation at 27 February 2024 is represented by:

Fixtures
Freehold and
property fittings Totals
£    £    £   
Valuation in 2023 725,000 - 725,000
Cost 1,925,000 224,072 2,149,072
2,650,000 224,072 2,874,072

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

11. TANGIBLE FIXED ASSETS - continued

Company

If the freehold property had not been revalued they would have been included at the following historical cost:

2024 2023
£    £   
Cost 1,925,000 1,925,000
Aggregate depreciation 44,917 6,417

Freehold land and buildings were valued on a market value basis at £2,650,000 in January 2023 by an external, independent valuer, Eddisons, being RICS qualified with appropriate experience and expertise in the class of property being valued.

12. FIXED ASSET INVESTMENTS

Group
Shares in
group
undertakings
£   
COST
At 28 February 2023 2
Disposals (1 )
At 27 February 2024 1
PROVISIONS
At 28 February 2023 2

Eliminated on disposal (1 )
At 27 February 2024 1
NET BOOK VALUE
At 27 February 2024 -
At 27 February 2023 -
Company
Shares in
group
undertakings
£   
COST
At 28 February 2023 2
Disposals (1 )
At 27 February 2024 1
NET BOOK VALUE
At 27 February 2024 1
At 27 February 2023 2

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Oughtred and Harrison Holdings Limited
Registered office: 5 Larsen Road, Goole, DN14 6XG
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
Ordinary A 100.00

Oughtred and Harrison Holdings Limited (company number 04606422) has taken advantage of the exemption from audit under section 479A of the Companies Act 2006.

Roubaix Bidco Limited
Registered office: 5 Larsen Road, Goole, DN14 6XG
Nature of business: Holding company
%
Class of shares: holding
Ordinary A 100.00
Ordinary B5 100.00

Roubaix Bidco Limited (company number 10257399) has taken advantage of the exemption from audit under section 479A of the Companies Act 2006.

Venari Engineering Limited (previously Venari FVA Limited)
Registered office: 5 Larsen Road, Goole, DN14 6XG
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00

Venari Engineering Limited, previously Venari FVA Limited (company number 12358007) has taken advantage of the exemption from audit under section 480 of the Companies Act 2006.

Larsen Road Limited
Registered office: 5 Larsen Road, Goole, DN14 6XG
Nature of business: Dormant company
%
Class of shares: holding
Ordinary 100.00

Larsen Road Limited (company number 06702717) has taken advantage of the exemption from audit under section 479A of the Companies Act 2006.

O&H Vehicle Conversions Limited (Previously Venari O&H Limited)
Registered office: 5 Larsen Road, Goole, DN14 6XG
Nature of business: Vehicle conversions and modification
%
Class of shares: holding
Ordinary 100.00


All the subsidiaries except Larsen Road Limited and O&H Vehicle Conversions Limited (previously Venari O&H Limited) are held directly by the company.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

13. STOCKS

Group
2024 2023
£    £   
Raw materials 3,266,601 5,845,501
Work-in-progress 5,266,716 3,245,598
8,533,317 9,091,099

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).

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 1,209,487 1,221,397 - -
Amounts owed by group undertakings - - 12,035,249 946,199
Other debtors 3,007 40,173 2,324 18,732
Intercompany Group Debtors - - - 10,056,400
VAT 303,517 617,616 - -
Prepayments and accrued income 179,416 462,950 - 260,396
1,695,427 2,342,136 12,037,573 11,281,727

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 17) - 323,750 - -
Other loans (see note 17) - 12,867,339 - 10,056,400
Payments on account 1,370,080 3,523,485 - -
Trade creditors 2,364,938 4,113,227 - 293,609
Amounts owed to group undertakings - - 615,199 1,991,152
Taxation and social security 156,285 158,957 - -
Other creditors 24,943 773,612 - -
Accruals and deferred income 625,166 2,997,844 7,449 908,608
4,541,412 24,758,214 622,648 13,249,769

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Other loans (see note 17) 3,500,000 - 2,500,000 -

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans - 323,750 - -
Other loans - 12,867,339 - 10,056,400
- 13,191,089 - 10,056,400
Amounts falling due between two and five years:
Other loans 3,500,000 - 2,500,000 -

The bank loan was fully repaid on 3 March 2023. Other loans of £14,785,923 were waived during the year by Portus Felix. Portus Felix then issued a new loan of £3,500,000 with the loan agreement stating that it is payable in 2029 therefore has been classified as due between two and five years.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 91,222 187,180
Between one and five years 53,194 117,545
144,416 304,725

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans - 323,750

The bank loan was fully repaid on 3 March 2023.

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

20. PROVISIONS FOR LIABILITIES

Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax
Accelerated capital allowances 57,310 65,399 57,310 65,399
Property revaluation 173,150 144,499 173,150 173,150
230,460 209,898 230,460 238,549
Other provisions
Warranty Provisions 198,014 156,250 - -

Aggregate amounts 428,474 366,148 230,460 238,549

Group
Deferred
tax
£   
Balance at 28 February 2023 209,898
Provided during year 20,562
Balance at 27 February 2024 230,460

Company
Deferred
tax
£   
Balance at 28 February 2023 238,549
Provided during year (8,089 )
Balance at 27 February 2024 230,460

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.

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
4,157,872 Ordinary A £0.0001 416 259
3,638,138 Ordinary B £0.0001 364 157
2,598,670 Ordinary B1 £0.0001 260 -
1,040 416

The following shares were allotted and fully paid for cash at par during the year:

1,572,873 Ordinary A shares of £0.0001 each
2,065,265 Ordinary B shares of £0.0001 each
2,598,670 Ordinary B1 shares of £0.0001 each

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

21. CALLED UP SHARE CAPITAL - continued

Called up share capital - represents the nominal value of shares that have been issued.

On 12 August 2024 the following transactions took place.

- 207,782 B1 Ordinary shares were reclassified as B Ordinary shares.
- 111 B Ordinary shares were issued.

22. RESERVES

Group
Capital
Retained Share Revaluation contribution
earnings premium reserve reserve Totals
£    £    £    £    £   

At 28 February 2023 (12,866,668 ) 2,574,742 688,901 - (9,603,025 )
Profit for the year 9,814,762 9,814,762
Revaluation reserve transfer 14,500 - (14,500 ) - -
Capital contribution - - - 7,217,339 7,217,339
At 27 February 2024 (3,037,406 ) 2,574,742 674,401 7,217,339 7,429,076

Company
Capital
Retained Share Revaluation contribution
earnings premium reserve reserve Totals
£    £    £    £    £   

At 28 February 2023 (2,617,892 ) 2,574,742 575,100 - 531,950
Profit for the year 3,576,327 3,576,327
Revaluation reserve transfer 14,500 - (14,500 ) - -
Capital contribution - - - 7,217,339 7,217,339
At 27 February 2024 972,935 2,574,742 560,600 7,217,339 11,325,616

Retained earnings - includes all current and prior period retained profits and losses.

Share premium - arose due to the premium paid on the shares acquired above the par value of the shares.

Revaluation reserve - arose on the revaluation of freehold property which occurred during 2023. Amounts representing the excess above the depreciation that would have been charged if no revaluation had occurred are transferred to retained earnings each period.

Capital contribution reserve - arose in the year when shareholder loans due to Portux Felix were waived and converted to capital as part of the balance sheet restructure.

23. CONTINGENT LIABILITIES

The company has provided a guarantee against a mortgage for O&H Vehicle Conversions Limited (previously Venari O&H Limited), a subsidiary company. A fixed and floating charge over all the assets of the company has been given as security. The total amount outstanding at the year end is £nil (2023: £323,750).

O&H Vehicle Conversions Group Limited (Registered number: 12154703)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 27 February 2024

24. 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.

25. POST BALANCE SHEET EVENTS

On 30 January 2025, Portus Felix Limited acquired the property that the group operates from, 5 Larsen Road, Goole, DN14 6XG. The Group have signed a rental agreement with Portus Felix Limited for a minimum period of 5 years.

The proceeds from the sale of the property have been used in part to repay a portion of the loan from Portux Felix Limited.