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Financial statements
OCU Group | Annual report and financial statements 2025
Strategic report
Governance
for the year ended 30 April 2025 Notes to the consolidated financial statements
1. Accounting policies Basis of preparation
Business combinations A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses and results in the consolidation of the assets and liabilities acquired. The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Goodwill is initially recognised as the excess of the cost of a business combination and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the twelve months following the acquisition date. Negative goodwill is the excess of the identifiable assets and liabilities (including intangible assets) over the consideration paid. Any impairment in value is recognised within the income statement.
Oat Topco Limited (the ‘Company’) is a private limited company limited by shares, domiciled and incorporated on 15 June 2022 in England and Wales. The registered office is Artemis House, 6-8 Greek Street, Stockport, SK3 8AB. The consolidated financial statements comprise the Company and its controlled entities detailed in note 24, together referred to as the ‘Group’ and individually as ‘Group entities’. The financial statements have been prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (‘FRS 102’) and the requirements of the Companies Act 2006. The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest thousand (£000). The financial statements have been prepared on the historical cost convention modified by the recognition of certain financial instruments at fair value. The principal accounting policies adopted are set out below. The preparation of the consolidated financial statements requires the use of certain estimates and judgements in applying the Group’s accounting policies. The estimates and judgements that are significant to the financial report are disclosed in note 2. Basis of consolidation The consolidated financial statements incorporate those of Oat Topco Limited and all of its subsidiaries (together the ‘Group’) which are controlled, either directly or indirectly, through its power to govern the financial and operating policies so as to obtain economic benefits. Subsidiaries acquired during the period are consolidated using the purchase method. Their results are incorporated from the date that control passes. All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. All financial statements are made up to 30 April 2025, with the exception of RJ McLeod (Contractors) Limited, Scott-Orr (Contractors) Limited, and Thomas Gebbie & Company Limited, which are made up to 29 April 2025. No material transactions occurred between these two dates that would impact the Group financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
Goodwill is amortised evenly over ten years.
Going concern The Group has made operating profits and has generated cash from operations during the year ended 30 April 2025, and has continued to generate robust operating profits in the period to the approval of these financial statements. The Directors have assessed the principal risks facing the Group along with forecasts covering the period to April 2027 and determined that there are no material uncertainties to disclose. On 7 November 2024, the Group successfully completed a refinancing process, replacing its previous borrowing facilities with term loans of £200m and €530m, a delayed draw term facility of £75m, a revolving credit facility of £150m and a guarantee facility of £80m. On 7 July 2025, the Group increased the sterling term loan by £17.8m and the delayed draw term loan facility by £6.7m along with a reduction in interest rates on the term loans of 50 basis points. Management gave due consideration to the ability of the Group to meet the cash flow obligations introduced by this borrowing structure and remain comfortable that the Group’s cash flow forecasts show sufficient headroom on its ability to make payments as they fall due. At the date of approval of these accounts, the Group has access to undrawn funds of £150m on the revolving credit facility and £54m on the delayed draw term facility, providing additional comfort in its ability to meet short-term cash flow requirements.
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