REGISTERED NUMBER: 08171332 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 30 June 2024 |
for |
OD Projects (Holdings) Ltd |
REGISTERED NUMBER: 08171332 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 30 June 2024 |
for |
OD Projects (Holdings) Ltd |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Contents of the Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 19 |
OD Projects (Holdings) Ltd |
Company Information |
for the Year Ended 30 June 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Jonathan Bregman BSc FCA FCCA |
AUDITORS: |
Statutory Auditor |
First Floor |
Spitalfields House |
Stirling Way |
Borehamwood |
Hertfordshire |
WD6 2FX |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
The directors present their strategic report of the company and the group for the year ended 30 June 2024. |
The principal activity of the business during the year remains commercial office fit out and refurbishment with the majority of our projects being carried out in London and the South East. |
Trading year |
The financial year 2023-24 marked both our 20th anniversary and a pivotal moment for the business. As part of our long-term strategy to enhance employee engagement and align the interests of our workforce with the Group's success, we are pleased to announce the successful implementation of an Employee Ownership Trust (EOT) structure in March 2024. This initiative marks a significant milestone, and we are excited about the opportunities the EOT presents. We are confident it will play a key role in driving the company's success while benefiting our dedicated employees. Our commitment remains to create a supportive environment that fosters growth, innovation, and shared prosperity among all members of the company. |
Throughout the year, our company values - accountability, integrity, quality, and working together - remained a central focus. We continued to strengthen relationships with all stakeholders, ensuring these values were upheld at every level. |
Sustainability and ESG Strategy |
Sustainability continues to be a key area for the business. In line with this focus, we proudly launched our first Environmental, Social, and Governance (ESG) strategy during the financial year. This strategy, based around five key pillars, includes clear targets aimed at generating a positive impact from our activities, conforming to best practices in environmental, social, and governance standards. |
Investment in People and Systems |
We recognise that our people and systems are integral to our continued success, and as such, we have made significant investments in both during the year. The creation of a third division within OD Interiors, and the strengthening of our management team have allowed us to diversify our offering as a Group. These moves enhance our ability to serve clients more effectively and adapt to the changing market. |
Our ongoing commitment to Diversity, Equity, and Inclusion (DE&I) has been enhanced this year through initiatives such as mental health first aid training for all managers and the appointment of mental health ambassadors across each business unit. Additionally, we are proud to have created career opportunities for individuals who have undertaken work experience within the Group, as well as to have continued providing professional development sponsorship to employees undertaking further education courses. We have also introduced across-industry mentoring, fostering the sharing of best practices and expanding professional networks. |
Charitable Initiatives |
Our employees' passion for charitable works has been truly inspirational this year. We have continued to raise significant amounts of money for charities in communities local to both our sites and head office. With the introduction of volunteering days, we have been able to contribute time to worthy initiatives as well as financial support. Furthermore, we launched a payroll giving scheme, enabling our employees to voluntarily donate to a charity of their choice directly from their salary. |
Outlook and Financial Position |
The Group has welcomed an array of work from both new and existing clients during the period, and the Directors are excited by the strong pipeline of tenders and recent project wins. |
The Group continues to successfully manage its liquidity requirements and remains in a strong financial position, trading without any external funding. |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
REVIEW OF BUSINESS |
Turnover & Profitability |
A summary of the Group's financial results for the year ended 30 June 2024 are set out below: |
June 2024 | June 2023 |
Turnover | £48,690,449 | £52,951,650 |
Gross Profit | £5,078,579 | £6,080,227 |
Profit / (Loss) before tax | £326,264 | £2,626,865 |
Shareholders' Funds | £2,708,761 | £3,984,403 |
The forecast turnover for the next financial years is anticipated to be in the region of: |
June 2025 June 2026 |
Forecast Turnover £80m £100m |
Secured workload £70.5m £27m |
The outlook for the new year is encouraging with a good pipeline of projects in all subsidiary companies. |
Future Developments |
The decarbonisation of the built environment continues to be a priority for landlords and developers to reach net zero targets. In this financial year, we have observed an increased commitment to sustainability through green building certifications. With the recent launch of the UK Net Zero Carbon Buildings Standard, we anticipate sustainability commitments to continue to increase in the commercial building market, filtering through the pipeline for the next financial year. |
Our secured workload and forecasts will strengthen the Group's balance sheet position and allow the Group to continue with the planned growth of the business. |
The directors recognise that the economic outlook for the coming year remains challenging but the pipeline of tenders for office fit out and refurbishment in London and the South East remains strong. |
The directors are therefore satisfied that the Group has sufficient resources and liquidity to enable it to not only to continue as a going concern for the foreseeable future but to also ensure the Group continues to invest in its infrastructure and staff so that it is in a stable and profitable position going forward. |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The main financial risks faced by the Group are funding risk and credit risk. As with any similar business there remains uncertainty and risk about the ability of the company to achieve its business objectives within its current funding. The directors continually review the funding status of the company and its exposure to liquidity risk. |
The directors actively manage credit risk to reduce the risk to a minimum level. |
The values of the receivables, payables and cash balances in the accounts approximate their book value. The Group does not enter into derivative transactions. |
Some risks are excluded because the management considers them not to be material to the company. Additionally there may be risks and uncertainties not presently known to the management team or which they are deemed immaterial to the company. |
The main financial risks faced by the Group are funding risk and credit risk. As with any similar business there remains uncertainty and risk about the ability of the company to achieve its business objectives within its current funding. The directors continually review the funding status of the company and its exposure to liquidity risk. |
Market risks |
The Group's operations and its results are subject to a number of factors which could affect the Group's business, many of which are common to the construction industry and beyond the company's control, such as a potential global economic downturn; and the potential increase in acts of terrorism. The impact of any of these factors (or a combination of them) may adversely affect available contracts in the building industry and high end residential market. |
Although management seeks to identify risks at the earliest opportunity, many of these risks are beyond the control of the Group. The Group has in place recovery plans to enable it to respond to major incidents or crises and takes steps to minimise these exposures to the greatest extent possible. |
The other risks relate to the state of the property market and the likelihood of a downturn due to Brexit. The directors are closely monitoring the external factors. |
Liquidity |
The Group has no external borrowings and finances all of its build contracts within the working capital requirements of the Group. Therefore, there is a potential risk that the Group may be at risk of liquidity issues depending on the size and exposure of a contract. |
To mitigate against this risk the management team meets regularly to review the financial performance of the Group, the working capital requirements of individual projects and ensures that valuation reports are regularly updated and agreed with clients to ensure cash flow risks are mitigated. |
The directors are confident that the liquidity of the Group is sufficient to support substantial growth without the need for any external borrowings. |
Fixed operating expenses |
The Group's operating expenses such as personnel costs, operating leases, information technology and telecommunications are to a large extent fixed. As such, operating results may be vulnerable to short-term changes in revenues. |
The Group has appropriate management systems in place to create flexibility in operating cost base so as to optimise operating profits in volatile trading conditions. |
Key senior personnel and management |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Group Strategic Report |
for the Year Ended 30 June 2024 |
The success of the Group's business is partially attributable to the efforts and abilities of its senior managers. Failure to retain its senior management team or other key personnel may threaten the success of the Group's operations. |
The Group has appropriate systems in place for recruitment, reward and compensation and performance management. Development and maintenance of the Group's culture also plays a leading role in minimising risk. |
The strategy in the next financial period is to continue to maintain turnover in a controlled manner through careful financial management with a firm control of overheads. |
The director's strategy is to continue to work alongside historical stable clients continues with repeat business levels remaining consistently high. |
ON BEHALF OF THE BOARD: |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Report of the Directors |
for the Year Ended 30 June 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024. |
DIVIDENDS |
No dividends will be distributed for the year ended 30 June 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 that 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are 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 each director 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. |
AUDITORS |
The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
OD Projects (Holdings) Ltd |
Opinion |
We have audited the financial statements of OD Projects (Holdings) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, 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 30 June 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Directors 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 Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
OD Projects (Holdings) Ltd |
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 Directors. |
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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
OD Projects (Holdings) Ltd |
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, outlined above, to detect material misstatements in respect of irregularities, including fraud. We designed procedures capable of detecting non-compliance with laws and regulations and irregularities, including fraud, through: |
- Obtaining an understanding of the Company and its industry through discussions with management, and the application of our cumulative audit knowledge and experience of the industry to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements including tax, pensions, employment, health and safety, data protection and anti-bribery legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. |
- Identifying possible risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether there was potential for management bias in the reporting of events and transactions in the financial statements relating to principal accounting estimates and uncertainties. |
Our audit procedures were designed to designed to respond to the identified risks relating to non-compliance with laws and regulations and irregularities (including fraud) that are material to the financial statements. |
Our audit procedures in relation to non-compliance with laws and regulations included, but were not limited to: |
- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations and reviewing correspondence with regulators and with solicitors; and |
- Communicating identified laws and regulations with the audit team and remaining alert to any indications of non-compliance throughout the audit; and |
- Considering the risk of non-compliance with laws and regulations; and |
- Considering whether the financial statement disclosures fairly represent the underlying transactions. |
Our audit procedures in relation to irregularities and fraud included, but were not limited to: |
- Making enquiries of directors and management as to where they considered there was susceptibility to fraud, and whether they had knowledge of actual, suspected or alleged fraud; and |
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 |
OD Projects (Holdings) Ltd |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
First Floor |
Spitalfields House |
Stirling Way |
Borehamwood |
Hertfordshire |
WD6 2FX |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Consolidated Income Statement |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ |
REVENUE | 48,690,449 | 52,951,650 |
Cost of sales | (43,611,870 | ) | (46,871,423 | ) |
GROSS PROFIT | 5,078,579 | 6,080,227 |
Administrative expenses | (4,968,083 | ) | (3,469,207 | ) |
110,496 | 2,611,020 |
Other operating income | 198,947 | 789 |
OPERATING PROFIT | 309,443 | 2,611,809 |
Interest receivable and similar income | 4 | 22,643 | 15,932 |
332,086 | 2,627,741 |
Interest payable and similar expenses | 5 | (5,822 | ) | (876 | ) |
PROFIT BEFORE TAXATION | 6 | 326,264 | 2,626,865 |
Tax on profit | 7 | (101,906 | ) | (557,647 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 224,358 | 2,069,218 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Consolidated Other Comprehensive Income |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 224,358 | 2,069,218 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
224,358 |
2,069,218 |
Total comprehensive income attributable to: |
Owners of the parent | 224,358 | 2,069,218 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Consolidated Balance Sheet |
30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ |
FIXED ASSETS |
Property, plant and equipment | 10 | 22,674 | 23,160 |
Investments | 11 | - | - |
22,674 | 23,160 |
CURRENT ASSETS |
Debtors | 12 | 15,866,869 | 14,468,382 |
Cash at bank and in hand | 3,410,003 | 3,669,107 |
19,276,872 | 18,137,489 |
CREDITORS |
Amounts falling due within one year | 13 | (16,590,785 | ) | (14,176,246 | ) |
NET CURRENT ASSETS | 2,686,087 | 3,961,243 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,708,761 |
3,984,403 |
CAPITAL AND RESERVES |
Called up share capital | 15 | 400 | 400 |
Other reserves | (700,000 | ) | (700,000 | ) |
Retained earnings | 3,408,361 | 4,684,003 |
SHAREHOLDERS' FUNDS | 2,708,761 | 3,984,403 |
The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by: |
G S Pinchin - Director |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Company Balance Sheet |
30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ |
FIXED ASSETS |
Property, plant and equipment | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 13 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 15 |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,234,478 | 696,991 |
The financial statements were approved by the Board of Directors and authorised for issue on |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Consolidated Statement of Changes in Equity |
for the Year Ended 30 June 2024 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Balance at 1 July 2022 | 400 | 3,274,785 | (700,000 | ) | 2,575,185 |
Changes in equity |
Dividends | - | (660,000 | ) | - | (660,000 | ) |
Total comprehensive income | - | 2,069,218 | - | 2,069,218 |
Balance at 30 June 2023 | 400 | 4,684,003 | (700,000 | ) | 3,984,403 |
Changes in equity |
Capital contribution |
to Employee Ownership Trust | - | (1,500,000 | ) | - | (1,500,000 | ) |
Total comprehensive income | - | 224,358 | - | 224,358 |
Balance at 30 June 2024 | 400 | 3,408,361 | (700,000 | ) | 2,708,761 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Company Statement of Changes in Equity |
for the Year Ended 30 June 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 July 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 30 June 2023 |
Changes in equity |
Capital contribution |
to Employee Ownership Trust | - | (1,500,000 | ) | (1,500,000 | ) |
Total comprehensive income | - |
Balance at 30 June 2024 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Consolidated Cash Flow Statement |
for the Year Ended 30 June 2024 |
30.6.24 | 30.6.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,453,838 | 2,943,964 |
Interest paid | (5,822 | ) | (876 | ) |
Tax paid | - | (2,879 | ) |
Net cash from operating activities | 1,448,016 | 2,940,209 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (15,823 | ) | (12,538 | ) |
Sale of tangible fixed assets | - | 317 |
Interest received | 22,643 | 15,932 |
Net cash from investing activities | 6,820 | 3,711 |
Cash flows from financing activities |
Amount withdrawn by directors | (412,887 | ) | (392,682 | ) |
Tax credit received | 198,947 | 317,881 |
Employee Ownership Trust | (1,500,000 | ) | - |
Equity dividends paid | - | (660,000 | ) |
Net cash from financing activities | (1,713,940 | ) | (734,801 | ) |
(Decrease)/increase in cash and cash equivalents | (259,104 | ) | 2,209,119 |
Cash and cash equivalents at beginning of year |
2 |
3,669,107 |
1,459,988 |
Cash and cash equivalents at end of year | 2 | 3,410,003 | 3,669,107 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 June 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
30.6.24 | 30.6.23 |
£ | £ |
Profit before taxation | 326,264 | 2,626,865 |
Depreciation charges | 16,309 | 21,177 |
R&D tax credit | (198,954 | ) | - |
Finance costs | 5,822 | 876 |
Finance income | (22,643 | ) | (15,932 | ) |
126,798 | 2,632,986 |
Increase in trade and other debtors | (1,556,714 | ) | (1,100,556 | ) |
Increase in trade and other creditors | 2,883,754 | 1,411,534 |
Cash generated from operations | 1,453,838 | 2,943,964 |
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 30 June 2024 |
30.6.24 | 1.7.23 |
£ | £ |
Cash and cash equivalents | 3,410,003 | 3,669,107 |
Year ended 30 June 2023 |
30.6.23 | 1.7.22 |
£ | £ |
Cash and cash equivalents | 3,669,107 | 1,459,988 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.7.23 | Cash flow | At 30.6.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 3,669,107 | (259,104 | ) | 3,410,003 |
3,669,107 | (259,104 | ) | 3,410,003 |
Total | 3,669,107 | (259,104 | ) | 3,410,003 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
1. | STATUTORY INFORMATION |
OD Projects (Holdings) Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2024. |
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £227,096 (2023:£696,991). |
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group. |
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. |
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements. |
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination. |
The consolidated financial statements of the group have been prepared using the merger accounting method, include the financial statements of the company, and its subsidiaries, OD Interiors Limited and OD Create Limited made up to 30 June 2024. |
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 revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
The estimates and underlying assumptions are review on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Judgements in respect of recognition of turnover, percentages of completion projects, estimation of costs to completion and remedial work and likelihood of retentions being released have had the most significant effects on amounts recognized in the financial statements. |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts. |
Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. |
Tangible fixed assets |
Short leasehold | - |
Fixtures and fittings | - |
Computer equipment | - |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset , with the net amounts presented in the financial statements , when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets |
Basic financial assets, which include debtors and cash and bank balances, are initially measured at |
transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and |
preference shares that are classified as debt, are initially recognised at transaction price unless the |
arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
2. | ACCOUNTING POLICIES - continued |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 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 group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
30.6.24 | 30.6.23 |
£ | £ |
Wages and salaries | 8,426,747 | 7,258,229 |
Social security costs | 389,139 | 233,669 |
Other pension costs | 48,644 | 56,297 |
8,864,530 | 7,548,195 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
3. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
30.6.24 | 30.6.23 |
Administration and support | 26 | 30 |
Sales, management and marketing | 43 | 34 |
30.6.24 | 30.6.23 |
£ | £ |
Directors' remuneration | 1,005,000 | 162,000 |
Information regarding the highest paid director for the year ended 30 June 2024 is as follows: |
30.6.24 |
£ |
During the year, there were 3 directors who received remuneration of £335,000 each. There were no directors who exercised any share options or received any shares in respect of qualifying services under a long term incentive scheme. |
4. | INTEREST RECEIVABLE AND SIMILAR INCOME |
30.6.24 | 30.6.23 |
£ | £ |
Interest receivable | 8,492 | - |
Other interest receivable | 14,151 | 15,932 |
22,643 | 15,932 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.6.24 | 30.6.23 |
£ | £ |
Other interest | 5,822 | 876 |
6. | PROFIT BEFORE TAXATION |
The profit is stated after charging: |
30.6.24 | 30.6.23 |
£ | £ |
Other operating leases | 298,335 | 288,355 |
Depreciation - owned assets | 16,309 | 21,178 |
Auditor's remuneration | 7,000 | 7,500 |
Auditor's remuneration -audit |
of subsidiaries | 14,000 | 14,750 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
30.6.24 | 30.6.23 |
£ | £ |
Current tax: |
UK corporation tax | 101,906 | 557,647 |
Tax on profit | 101,906 | 557,647 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
30.6.24 | 30.6.23 |
£ | £ |
Profit before tax | 326,264 | 2,626,865 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
81,566 |
656,716 |
Effects of: |
Expenses not deductible for tax purposes | 70,115 | 15,181 |
Income not taxable for tax purposes | (49,736 | ) | - |
Depreciation in excess of capital allowances | 119 | 2,137 |
Adjustments to tax charge in respect of previous periods | - | 1,817 |
Adjustments to tax charge in respect of tax rate 25% | - | (118,204 | ) |
Other adjustments | (158 | ) | - |
Total tax charge | 101,906 | 557,647 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
30.6.24 | 30.6.23 |
£ | £ |
Ordinary share shares of £1 each |
Interim | - | 660,000 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
10. | PROPERTY, PLANT AND EQUIPMENT |
Group |
Fixtures |
Short | and | Computer |
leasehold | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 July 2023 | 45,929 | 99,437 | 294,920 | 440,286 |
Additions | - | - | 15,823 | 15,823 |
At 30 June 2024 | 45,929 | 99,437 | 310,743 | 456,109 |
DEPRECIATION |
At 1 July 2023 | 45,929 | 91,880 | 279,317 | 417,126 |
Charge for year | - | 2,605 | 13,704 | 16,309 |
At 30 June 2024 | 45,929 | 94,485 | 293,021 | 433,435 |
NET BOOK VALUE |
At 30 June 2024 | - | 4,952 | 17,722 | 22,674 |
At 30 June 2023 | - | 7,557 | 15,603 | 23,160 |
Company |
Fixtures |
Short | and | Computer |
leasehold | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 July 2023 |
Additions |
At 30 June 2024 |
DEPRECIATION |
At 1 July 2023 |
Charge for year |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 July 2023 |
and 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 8th Floor, 24 Chiswell House, London, EC1Y 4TY |
Nature of business: |
% |
Class of shares: | holding |
30.6.24 | 30.6.23 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: 8th Floor,24 Chiswell House, London EC1Y 4TY |
Nature of business: |
% |
Class of shares: | holding |
30.6.24 | 30.6.23 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
£ | £ | £ | £ |
Trade debtors | 5,701,627 | 6,376,869 |
Amounts recoverable on contract | 9,003,595 | 6,897,042 |
Other debtors | 273,214 | 184,236 |
Directors' current accounts | 443,719 | 828,304 | 443,719 | 828,304 |
Prepayments | 444,714 | 181,931 |
15,866,869 | 14,468,382 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
30.6.24 | 30.6.23 | 30.6.24 | 30.6.23 |
£ | £ | £ | £ |
Trade creditors | 7,459,781 | 4,090,152 |
Amounts owed to group undertakings | - | - |
Tax | 101,776 | 570,990 |
Social security and other taxes | 268,464 | 212,466 |
VAT | 938,974 | 1,759,855 | 140,542 | 128,017 |
Other creditors | 91,320 | 127,878 |
Accrued expenses | 7,730,470 | 7,414,905 |
16,590,785 | 14,176,246 |
14. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
30.6.24 | 30.6.23 |
£ | £ |
Within one year | 105,000 | 210,000 |
Between one and five years | - | 105,000 |
105,000 | 315,000 |
Company |
Non-cancellable operating | leases |
30.6.24 | 30.6.23 |
£ | £ |
Within one year |
Between one and five years |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
15. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.6.24 | 30.6.23 |
value: | £ | £ |
Ordinary share | £1 | 400 | 400 |
Shares in the Company are registered in the name of OD Group Trustees Limited on behalf of OD Group Employee Ownership Trust. |
16. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 30 June 2024 and 30 June 2023: |
30.6.24 | 30.6.23 |
£ | £ |
J P Kearney |
Balance outstanding at start of year | 370,682 | 31,982 |
Amounts advanced | 208,397 | 558,700 |
Amounts repaid | (370,682 | ) | (220,000 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 208,397 | 370,682 |
G S Pinchin |
Balance outstanding at start of year | 237,722 | 207,171 |
Amounts advanced | 118,358 | 250,551 |
Amounts repaid | (237,722 | ) | (220,000 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 118,358 | 237,722 |
S A Cherry |
Balance outstanding at start of year | 219,900 | 196,470 |
Amounts advanced | 116,964 | 243,430 |
Amounts repaid | (219,900 | ) | (220,000 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 116,964 | 219,900 |
Interest at 2.25% per annum has been charged on the directors loan account amounted to £14,151 (2023: £12,514). |
The overdrawn loan accounts were repaid after the year ended. |
17. | RELATED PARTY DISCLOSURES |
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. |
OD Projects (Holdings) Ltd (Registered number: 08171332) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
17. | RELATED PARTY DISCLOSURES - continued |
During the year, the company set up an Employee Ownership Trust. The shares in the company were registered in the name of OD Group Trustee Limited on behalf of OD Group Employee Ownership Trust on 20.3.2024. The company received a dividend of £1,500,000 from its subsidiaries and subsequently made a capital contribution of an equal amount to the Trust. |