The VOC Spares Company Limited AGM 2023

Malcolm McKenzie, Chairman - VOC Spares Company Limited

I am pleased to announce the Annual General Meeting of your company will be held at 11.00 am on May 13th 2023, at the Club/Spares Co premises (Rear of 29 Station Road, Desborough NN14 2RL). Parking is very restricted so cars and non Vincents must park outside the side lane entrance. Vincent motorcycles are welcome until site capacity is filled, and please respect our neighbours’ parking rights.

The agenda will be as follows:

1. Apologies for absence

2. Chairman’s address

3. Directors Report and adoption of accounts

4. To re-elect Tony Milbourn as Director

5. To re-appoint Duncan and Toplis as Accountants

6. Any other business (to be notified 7 days prior to the meeting)

The AGM is a formal meeting and any voting is of course confined to shareholders. However, after the formal meeting there will be an opportunity to raise any matters appropriate with the Directors in a Q&A open session.

I took over as Chairman following the last AGM, so midway through 2022. I’d like again to thank Arthur for his 12 years of service and all his contributions to the company. Many will remember that I made a small presentation to Arthur at our Annual Rally in Norfolk last year as a token of our thanks.

I would also like to thank all our Directors and our excellent Staff for their commitment and energy to provide us with the best Spares Company of any of the classic bike clubs. Who else provides all the spares, mostly available off-the-shelf and made to the Club’s authorised drawings, to enable you to still build a new bike from scratch – especially one that was last in production almost 70 years ago?

So what is the position of the Company today? We’ve got through Covid, built a state-of-the-art super new webshop, and stock levels are good. We receive (for the main part) very positive feed- back from customers globally. But the impact of the market disruption has undoubtedly provided a knock to our finances. Whilst turnover is up, profit has fallen and operating margin declined (2.1% vs 3.2% in 2021) due to increased costs. Shareholder funds are pretty static.

My sense is that bike mileage has not recovered to pre-Covid levels, and hence demand for spares remains subdued. In fact, we’ve been analysing trends in spares sales over the past seven years, and there is a small, but consistent decline of a few percent each year in our conventional spares sales (i.e. excluding bike and workshop sales). We don’t think it’s that others are gaining market share - just that bikes are doing less mileage.

Many of our overheads are fixed, so what are we doing about this revenue challenge? We have three major initiatives.

First, quite a few years ago we introduced bike sales (initially as a service for members and families etc) and we’re now selling typically one bike/month from this initiative. In fact, we normally have the largest stock of Vincents for sale in the world, and are certainly in the top three sales houses for Vincents globally. I suspect we’re also the cheapest professional route to buy/sell a Vincent, and of course there are many additional benefits to using us, the Club’s sister company, for these transactions, compared for example to an auction house. We’re ramping up further the service we provide on bike sales, including better presentation, more publicity etc.

Second, we’re expanding into bike servicing and rebuilds. Robin, whilst not formally on our payroll (he is self-employed and contracts directly with the customer for his labour), works from our premises and uses 100% Vincent Spares parts. We introduce to him the repair and rebuild

opportunities, and he then progresses the work. These range from undertaking an annual service, fitting a new magneto, to a complete bike and engine rebuild. This workshop initiative has gone very well, and in fact we’re in detailed discussions with another experienced mechanic to expand this service further. The benefits to the Company include both providing an enhanced service to our customers as well as increased parts sales.

The third initiative is to build ever closer relationships with the Club – we need members to consistently purchase from the Company, otherwise costs will soon outweigh revenue. The Club owns ~44% of the Company, and both Stuart and I see close working links between Club and Com- pany as critical for Vincent owners. This is underpinned by our Club Liaison Board Member, Tony Milbourn (who of course sits on both Board and Club Exec). Stuart, Tony and I have instigated an annual Joint Chairman meeting where we discuss mutual plans to benefit both Club and Company.

You’ll have seen an example of closer collaboration in last month’s MPH. Stuart and I are jointly arranging between Club and Company a visit to historic Cambridge in June to celebrate the 95th Anniversary of Phil Vincent (whilst still a student) taking out his first patent on triangulated frame design. This is ‘Where Vincent Engineering started.’ I’m sure you’ll all need to buy a few parts to ensure your machines are in fine fettle for this photogenic trip!

These three initiatives (Bike Sales, Workshop and ever closer Club Relationship) are key to us evolving what we do, so we can continue to thrive in the changing Vincent world. They should help generate sufficient return to reinvest in new stock, products and services and provide an enhanced service for Vincent owners.

Please come along to the AGM to hear more on progress. We will of course be offering physical attendees our traditional special discount scheme.

The VOC Spares Company Limited AGM 2023

Unaudited Financial Statements for the year ended 31st October 2022

Directors: I Savage; T Kingham (Secretary); T Milbourn; M McKenzie; R Patchett Registered Office: Unit F, 29 Station Road, Desborough, Kettering, Northamptonshire NN14 2RL Registered Number: 01220773 (England and Wales)

Accountants: Duncan & Toplis Limited, 3 Princes Court. Royal Way, Loughborough, Leicestershire

LE11 5XR

Income Statement 2022 2021

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended October 31st 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

1. ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006

   and

2. preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. The financial statements were approved by the Board of Directors and authorised for issue on 11 January 2023 and were signed on its behalf by:

R Patchett - Director

Notes To The Financial Statements For The Year Ended 31 October 2022

1. Statutory Information

   The VOC Spares Company Limited is a private company, limited by shares, registered in England and Wales. The company’s registered number and registered office address can be found on the Company Information page. The presentation currency of the financial statements is the Pound Sterling (£).

   The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

   The financial statements cover the individual entity.

2. Accounting Policies

   Basis of preparing the financial statements

   These financial statements have been prepared in accordance with the provisions of Section 1A “Small Entities” of 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.

   Compliance with accounting standards

   The financial statements are prepared in accordance with the applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

   Revenue

   Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

   Revenue is recognised upon provision of services or dispatch of goods.

   Goodwill

   Acquired goodwill is written off in equal annual instalments over its estimated useful economic life.

   Intangible assets

   Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

   Computer software was amortised evenly over its estimated useful life of 1 year.

   Property, plant and equipment

   Property, plant and equipment are held at cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life, as follows:

   Improvements to property 20% Reducing balance Plant and machinery 20% Reducing balance Fixtures, fittings & equipment 20% Reducing balance Computer equipment 33% Straight line Investments in subsidiaries

   Investments in subsidiary undertakings are recognised at cost.

   Inventories

   Inventories are valued at the lower of cost and fair value less costs to complete and sell, after making due allowance for obsolete and slow moving items.

   Taxation

   Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date.

   Deferred tax

   Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

   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 to which they relate.

3. Employees And Directors

   The average number of employees during the year was 3 (2021 - 3).

4. Intangible Fixed Assets Goodwill Other Intangible Assets

   Totals

   Cost £ £ £

   At November 1st 2021

   and October 31st 2022  1,000  6,240  7,240

   Amortisation

   At November 1st 2021

   and October 31st 2022  1,000  6,240  7,240

   Net Book Value

   At October 31st 2022	-	-	-
   At October 31st 2021	-	-	-

5. Property,Plant and Equipment Plant and machinery etc.

Cost £

At November 1st 2021 82,835

Additions  4,775

At October 31st 2022  87,610

Depreciation

10. Related Party Relationships And Transactions

The VOC Spares Company Limited owns 55% share capital in Snarling Beast Limited and has directors in common.

The VOC Spares Company Limited leases a property from Snarling Beast Limited. Rent is not paid at market rate, with rental payments totalling £417 per annum.