Optare plc Annual report and accounts 2015
Optare plc Annual report and accounts 2015 Optare plc
Annual report and accounts 2015
Our vehicles are 
designed with the
environment in mind.
Optare plc has almost a century 
of expertise in using the latest 
technologies in bus design and 
manufacturing to deliver the  
vehicles of today and tomorrow.
OUR PRODUCTS
T ype: Mini-bus
Length: 7.2–9.7 metres
Engine solution:  Euro 6, electric
T ype: Midi-bus
Length: 9.9–10.6 metres
Engine solution:  Euro 6, electric
T ype: Midi-bus
Length: 9.7–11.7 metres
Engine solution:  Euro 6, electric
IN THIS REPORT
Strategic report
 IFC Corporate statement
1  Review of the year
2  Chairman’s statement
3 	 	 Chief 	 Ex ecutive 	 Offi cer ’s 	 report
5  Our mission and values
6  Our business
8  Annual highlights
14  Our strategy and KPIs
15  Our key risks
Corporate governance
16  Board of Directors
17  Corporate governance
18  Directors’ remuneration report
20  Directors’ report
22  Statement of Directors’ responsibilities
Financial statements
23  Independent auditor’s report
24  Consolidated income statement
25  Consolidated statement of changes in equity
26  Consolidated balance sheet
27 	 	 Consolidated 	 cash 	 flow 	 statement
28 	 	 Summary 	 of 	 significant 	 accounting 	 policies
33 	 	 Notes 	 to 	 the 	 consolidated 	 financial 	 statements
46  Company balance sheet
47  Summary 	 of 	 significant 	 accounting 	 policies
48 	 Notes 	 to 	 the 	 Company 	 financial 	 statements
50  Letter to shareholders
52  Notice of annual general meeting
55  Form of proxy
IBC  Advisers
SOLO METROCITY VERSA 1
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
REVIEW OF THE YEAR
Highlights
T ype: Full size single deck
Length: 12.5 metres
Engine solution: Euro 5
T ype: Double deck
Length: 10.5–11.1 metres
Engine solution: Euro 6
OPERATIONAL HIGHLIGHTS
 ■
Introduction of new Euro 6 range
 ■
Introduction of MetroCity single door and new Tempo for Australia
 ■
Low carbon certification achieved for MetroCity and Solo
FINANCIAL HIGHLIGHTS
 ■
Revenue for the period was £57.8m, an improvement of 1% over prior year
 ■
There were exceptional costs of £0.5m in this year’s accounts (2013/14: £nil)
 ■
Gross profit was £7.5m (representing 13.0% of turnover) over the twelve-month period  
(2013/14: £6.1m representing 10.7% of turnover)
 ■
Pre-exceptional EBITDA losses reduced to £1.6m (2013/14: £1.9m)
 ■
Operating cash outflow before working capital changes was £2.0m (2013/14: £1.9m)
 ■
Loss per share remained constant at 0.2p per share
Enrico Vassallo, Chief Executive Officer (“CEO”), commented: “2014/15 represented 
an important step forward for Optare plc in terms of long-term growth through 
investment in product development and the recovery of Group sales in our major 
market – the UK. I am pleased to report that Optare plc has maintained its market 
share in the domestic market and has increased international sales by 5%. 
“We are already seeing signs that the launch of the new Metro range of vehicles 
is serving to strengthen our market position in the UK. We continue to focus on 
cost reduction and our business processes to drive continuous improvement and 
the highest quality product. Overall we anticipate progress in 2015/16 towards 
a satisfactory performance, with increased sales of electric vehicles and growth 
in Australia, Europe and the Middle East.” 
Bus sales volume
(single deck)
360 +2.6%
T urnover
£m
57.8 +1.6%
EBITDA
pre‑exceptional loss
£m
1.6 -15.8%
Read our key performance 
indicators on page 14
Read our Chief Executive  
Officer’s report on  
pages 3 and 4
 
15 360
14 351
15 57.8
14 56.9
15 1.6
14 1.9
TEMPO METRODECKER Optare plc
Annual report and accounts 2015 2
CHAIRMAN’S STATEMENT
Our customers remain key to our business 
and they continue to provide excellent 
support to the Group.
John Fickling Non-executive Chairman
Introduction
2014/15 has been a year of focus on long‑ term growth for 
Optare plc, with investment in product development, recovery 
of Group sales in the UK and growth of international sales 
in Australia and the Middle East. Highlights include:
 ■
MetroCity single door vehicle launched to increase the Company’s 
product offering in the UK market; 
 ■
new Tempo developed and launched for the Australian market; 
 ■
successful low carbon accreditation. Euro 6 Solo and MetroCity 
now meet this accreditation requirement to produce 30% fewer 
emissions of greenhouse gases than a normal diesel bus;
 ■
Optare plc continued to “embrace the environment” with sales 
of green technology increasing by 10%;
 ■
first non-government funded order of MetroCity electric vehicles;
 ■
recognised for excellence in environment and green technology 
by the Indo European Business Forum; and 
 ■
continued integration with Ashok Leyland Ltd to deliver key 
business objectives.
Strategic development
Our strategy is consistent with what we stated last year which 
is outlined below:
 ■
focus on rear engine integral solutions for urban applications; 
 ■
 consolidate and maintain UK leadership in the mini-bus market;
 ■
 growth in the midi-bus market;
 ■
entry into the double deck market;
 ■
expansion of the market share globally by selling buses to global 
standards at competitive prices;
 ■
Optare plc is the hub of Ashok Leyland Ltd’s global expansion 
into Europe and worldwide; and
 ■
reinforce customer focus through new aftermarket structure.
I am pleased to report during the year we have made progress 
on all these key strategic objectives.
Our customers
Our customers remain key to our business and they continue to provide 
excellent support to the Group. 
We continue to strengthen our business relationships with the major bus 
groups. We are confident that these relationships and partnerships will 
continue to grow and we remain committed to delivering high quality, 
innovative and value for money products on time.
Our people
I would like to thank our workforce for their dedication, commitment 
and focus on delivering high quality products. They have also been 
critical in continuing to work with us to deliver the strategic objectives 
of the Company. Lastly, I would like to thank the shareholders for their 
continuing support. 
Summary for 2015/16
In summary 2015/16 will focus on: 
 ■
increasing volume in the UK through sales of the MetroCity 
and MetroDecker products;
 ■
continued development of products and commercial relationships 
for export markets to drive further international expansion;
 ■
continuing to “embrace the environment” by developing and 
delivering green product technology;
 ■
continuing to drive cost reduction and integrate business processes 
to deliver quality products; and
 ■
focus on the aftermarket.
John Fickling 
Non-executive Chairman
25 June 2015 3
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
CHIEF EXECUTIVE OFFICER’S REPORT
2014/15 represented an important step forward for 
Optare plc in terms of long-term growth through investment 
in product development, the recovery of Group sales 
in our major market, the UK, and international sales.
Enrico Vassallo Chief Executive Officer
Business and financial report
2014/15 represented an important step forward for Optare plc in terms 
of long-term growth through investment in product development, the 
recovery of Group sales in our major market, the UK, and international 
sales, mainly in Australia and the Middle East. 
Optare plc posted overall sales of 360 single deck vehicles in 2014/15, 
maintaining market share in the domestic market and growing 
international sales by 5% from 2013/14. 
The global turnover increased from £56.9m to £57.8m. Profit after tax 
was a net loss of £4.8m, mainly due to investment in product development 
including the introduction of the new Euro 6 product range, MetroCity 
single door, the new Tempo for Australia and low carbon certification 
for the Euro 6 MetroCity and Solo ranges. 
The overall UK bus market grew 12% compared to the previous year; 
this growth was primarily driven by the double deck segment (22% increase 
from 2013/14), while the single deck segment only grew marginally in 
comparison (6% increase from 2013/14). Optare plc was only present in 
the single deck segment in 2014/15 and grew 5% in line with the market.
In the single deck market, Optare plc continues to lead in the less than 12t 
segment (Solo) where Optare plc achieves 100% of market share. Optare plc 
launched the MetroCity single door in Q3 to be more competitive in the 
12–16t market, the results of which will not be apparent until next year and 
will explain the slight reduction in market share in this segment in 2014/15.
Optare plc continues to “embrace the environment” with sales of green 
technology increasing by 10% in 2014/15. The Company’s green vehicle 
strategy is further supported by the announcement of the world’s first 
Ultra Low Emission Zone in London and Optare plc’s first electric vehicle 
order solely funded by a commercial operator. 
The Company’s integration with our parent company, Ashok Leyland Ltd, 
continues to deliver sales opportunities in international markets and 
continued product development and cost control. 
The Company delisted from AIM on 1 June 2015.
Financial performance 
The financial results for the year show a net loss of £4.8m compared 
to a loss of £4.1m in the previous period, which represents a detraction 
of 17%, in the main due to considerable investment in new products.
The key highlights for the period ended are:
 ■
Revenue for the period was £57.8m; an improvement of 1% 
over prior year.
 ■
Pre-exceptional gross profit was 13% of turnover over 
the twelve-month period (2013/14:11%).
 ■
Pre-exceptional administrative expenses for the period 
were £9.5m (2013/14: £8.0m).
 ■
Pre-exceptional EBITDA losses were £1.6m (2013/14: £1.9m).
 ■
Operating cash outflow before working capital changes 
was £2.0m (2013/14: £1.9m).
 ■
There were exceptional costs of £0.5m in this year’s accounts 
(2013/14: £nil).
 ■
Loss per share was unchanged at 0.2p per share.
 ■
Further investment of £1.5m loan was received from parent company.
Current trading
On 31 March 2015, the current order book stood at £22.2m compared 
to £28.4m in the previous year. Although the order book value appears 
to have decreased, this is, in part, due to a smaller number of orders for 
electric vehicles because of reduced government funding for these vehicles. 
However, we are starting to see the first fully commercially funded orders 
for electric vehicles with an order for seven units placed in March 2015. 
Additionally, we have successfully launched our new MetroCity product, 
which completes our product offering in the market. 
We are the industry leaders in electric vehicles in the UK market 
with 80 in service across the UK and Europe. Increasing pressure on 
fuel cost, low emissions regulations and increasingly environmentally 
conscious customers provide the Company with an avenue to 
differentiate and grow in a mature market. 
In September 2014, Optare plc was recognised for its excellence in 
environment and green technology by the Indo European Business Forum 
at an awards ceremony at the House of Lords, Westminster, London. Optare plc
Annual report and accounts 2015 4
CHIEF EXECUTIVE OFFICER’S REPORT CONTINUED
Board and management changes
In October 2014, Steven Norris was appointed by Optare plc as an 
Independent Non-executive Director. Mr Norris simultaneously took 
on the role of Deputy Chairman of the Board and is assisting Optare plc 
in working with the UK bus industry to achieve greener bus travel 
and improved air quality in the UK.
The senior management team has been strengthened further to 
create an organisation that is customer focused to underpin our top line 
growth expansion.
Delisting
The Company delisted from AIM on 1 June 2015, after following the 
required shareholder consultation process. The delisting was undertaken 
as the Company was no longer receiving any benefits from its listed status.
Outlook
The Company will focus on developing the next generation of electric 
vehicles, particularly on increased operation range and introducing 
the MetroDecker to the market. A transformation programme to deliver 
business process excellence will be launched in Q1, designed to integrate 
business processes and to deliver the highest quality products and service. 
The UK market is showing signs of growth and the Board anticipates 
Optare plc will be part of this growth through its complete product 
offering. The Company is making solid progress to qualify to tender for 
substantial export contracts to take advantage of opportunities that exist 
in Europe, the Middle East and Southeast Asia.
Overall the Board expects progress in 2015/16 towards a satisfactory 
performance, with increased sales of electric vehicles driven by the London 
market, growth in Australia and Europe and a complete product offering.
Enrico Vassallo 
Chief Executive Officer
25 June 2015 5
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
OUR MISSION AND VALUES
Our mission is to drive the future of our business 
and that of our customers.
We continually assess the quality of our business model through measuring 
its effectiveness and searching for opportunities for improvements.
Our business model is based around our core values of customer focus,  
innovation, team spirit and excellence.
CUSTOMER FOCUS
Developing partnerships with our suppliers 
and customers.
INNOVATION
Continually improving product designs, performance, 
reliability and aftermarket services.
TEAM SPIRIT
The training and development of employees. 
We recognise that quality is the responsibility of every 
employee, extending from the Board of Directors, 
and it is the duty of all employees to ensure that 
these commitments are fulfilled.
EXCELLENCE 
Building and maintaining the management system 
through regular reviews to continually improve.
CUSTOMER FOCUS
INNOVA TION
EXCELLENCE
TEAM SPIRIT
DRIVING 
OUR 
FUTURE Optare plc
Annual report and accounts 2015 6
OUR BUSINESS
PEOPLE 
DEVELOPMENT
Our major shareholder, Ashok Leyland Ltd, 
believes people are the only differentiating 
advantage a business has, and this is also 
true of Optare plc.
The latter part of the 2014/2015 financial year 
saw a new and different leadership focus for the 
Human Resources function. Rebranded as People 
Development, the team began to bring a new 
focus, building on the five core people values 
of leadership, engagement, development, 
performance and reward.
An emphasis on engaging employees and the trade 
union as stakeholders has begun. A joint learning 
agreement and a commitment to partnership 
working has been made.
Optare plc’s new contemporary and globally 
capable leadership team continues to focus on the 
development of the people within the organisation 
with a commitment to apprenticeships and 
graduate recruitment.
The leadership and engagement of our people 
and their development are the new principles 
of the future Optare plc.
The leadership and engagement of our 
people and their development are the 
new principles of the future Optare plc. 7
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
ENSURING BUSINESS 
EXCELLENCE
The Company’s transformation programme is 
aimed at continually improving customer service 
and efficiency of workflow across the business.
CORPORATE  
SOCIAL 
RESPONSIBILITY
Optare plc designs the vehicles of today and 
tomorrow to consume less resources and pollute 
less, improving the quality of our environment for 
the future. We also recognise the importance of 
educating communities in the social and environmental 
importance of the role of the bus.
A specially customised Optare Solo donated by 
Optare plc to the London Transport Museum in 
March 2015 is proving very popular with children 
visiting the new All Aboard family play zone. Optare plc
Annual report and accounts 2015 8
ANNUAL HIGHLIGHTS
OPTARE METROCITY BUSES FOR 
LONDON’S FIRST FULLY ELECTRIC 
BUS ROUTE
Arriva London placed an order in March 2015 
for seven fully electric, zero emission Optare 
MetroCity single deck buses which will operate on 
route 312. This will be the first route in London to 
be operated entirely with fully electric buses. These 
vehicles will join two Optare MetroCity vehicles 
currently in service on route 312, which runs 
between South Croydon and Norwood Junction. 
The new vehicles are expected to commence 
service later this year.
This order marks the first order of electric vehicles 
to be solely funded by a London operator.
MAYOR OFFICIALLY WELCOMES THE 
FIRST BRITISH BUILT , PURE ELECTRIC 
BUSES TO ENTER SERVICE ON 
LONDON’S ROADS
In July 2015 the Mayor of London officially 
welcomed the introduction of four British built, 
pure electric Optare buses at an air quality event 
at the Mansion House.
The four Optare MetroCity single deck buses were 
part funded by the Department for Transport’s 
(“DfT”) Green Bus Fund and currently operate 
on route H98, between Hayes and Hounslow.
The introduction of the four pure electric Optare 
MetroCity buses is the first step of the Mayor’s plan 
for all single deck buses in central London to be 
zero emission at tailpipe, as part of the world’s first 
Ultra Low Emission Zone, from 2020.
Embracing the environment 9
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
FREE CITY CENTRE METROSHUTTLE 
BUS SERVICE GOES ELECTRIC
In July 2014, Transport for Greater Manchester 
(“TfGM”) took delivery of three new environmentally 
friendly Optare Versa electric buses which were 
jointly funded through the Department for Transport’s 
Green Bus Fund.
OPTARE EURO 6 AND FULLY 
ELECTRIC SOLOS FOR STAGECOACH
Stagecoach UK Bus has placed an order worth 
£7.3m for new Euro 6 Optare Solos of varying 
specifications to add to their fleet in 2015. This 
order is in addition to five fully electric vehicles 
delivered in February 2015.
NOTTINGHAM’S ELECTRIC DREAMS 
CONTINUE TO BECOME A REALITY
A milestone in Nottingham’s electric bus project 
was marked on 12 June 2014 at Queens Drive Park 
and Ride when Transport Minister Baroness Kramer 
visited the site.
17 Optare electric buses were put into operation 
by Nottingham Community Transport on Medilink 
services followed by a further eleven Optare electric 
buses on Locallink services in autumn 2014, bringing 
the total Optare electric buses in operation 
in Nottingham to 45.
OPTARE FULLY ELECTRIC VERSAS 
FOR YORK’S NEW PARK AND RIDE
Six fully electric Optare Versas operated by 
FirstGroup commenced service in June 2014 at 
York’s Poppleton Bar Park and Ride; these vehicles 
were joined by another six in summer 2015. Optare plc
Annual report and accounts 2015 10
ANNUAL HIGHLIGHTS CONTINUED
OPTARE PLC’S ROLE IN REDUCING 
EMISSIONS IN THE UK BUS INDUSTRY 
MARKED BY VISIT FROM THE RT HON 
DR VINCE CABLE MP
The Rt Hon Dr Vince Cable MP , Secretary of State 
for Business, Innovation and Skills, visited the 
Optare plc manufacturing facility at Sherburn 
in Elmet, near Leeds, just a week after Optare plc 
announced its Euro 6 Solo SR and MetroCity 
diesel-powered buses gained low carbon 
accreditation for their low emissions.
OPTARE PLC’S ROLE IN UK BUS 
INDUSTRY MARKED BY ROYAL VISIT 
Optare plc’s successful contribution to the UK bus 
industry was recognised by an official visit to its 
factory in Sherburn in Elmet, near Leeds, by 
His Royal Highness The Duke of Gloucester 
KG GCVO.
The royal visit included a tour of the factory where 
His Royal Highness met staff and saw several buses 
in production, including Optare plc’s latest 
electric models.
Industry recognition 11
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
DDA COMPLIANT SOLO PROVING 
A PERFECT FIT FOR COACHSTYLE
From 1 January 2015 all buses operating on registered 
routes open to the public up to 7.5t were required 
to be DDA compliant.
Established coach operator Coachstyle has been 
running seven 7.9 metre long, 2.33 metre wide 
Optare Solos since April 2014. 
With a low entry floor and a front axle located 
forward of the door, the Solo allows for easy access 
to a fully flat lower saloon area, making these buses 
easily accessible for all and fully compliant with the 
DDA regulations. Not only does the Solo have 
excellent capacity the slim design means it is also 
ideal for navigating narrow service routes.
These vehicles are a more fuel efficient, cost 
effective and environmentally friendly option for 
operators needing to replace older vehicles which 
are no longer DDA compliant.
OPTARE PLC WINS £4.9M ORDER 
FROM TRANSLINK 
In April 2014 Optare plc won a £4.9m order from 
Translink which consisted of 1 1.7 metre Versa and 
9.2 metre Solo SR Euro 6 single deck buses. The 
vehicles commenced service in November 2014 
on Translink’s MetroServices operating in the Belfast 
area and also on some Ulsterbus town services. Optare plc
Annual report and accounts 2015 12
OPTARE SOLO STRIKES GOLD 
IN AUSTRALIA
In July 2014 Donric Group took delivery of two 
Optare Solo SRs to be operated by Gold Bus, one 
of the six companies within the group, aptly named 
after the area in which it operates in Ballarat, Victoria, 
known for its gold mining.
OPTARE TEMPO A HIT 
AT SYDNEY AIRPORT
Four Optare Tempos are being used by bus 
operator Carbridge as a ten minute shuttle between 
the long-term car park and the terminals at Sydney 
Airport. The three doors make the Tempo ideal 
for loading and unloading passengers rapidly.
Optare plc continues to work with its agent 
in Australia, Patico, to supply vehicles to the 
Australian market.
ANNUAL HIGHLIGHTS CONTINUED
Global success 13
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
OPTARE VERSA EV UNVEILED 
IN INDIA
Ashok Leyland Ltd unveiled the Optare Versa EV 
at the Bus & Special Vehicle Show in Greater Noida, 
New Delhi, in January 2014.
After the success of the Optare electric buses in the 
UK, and support from our parent company, Ashok 
Leyland Ltd, in achieving this success, we are 
delighted to be working together to adapt this 
technology to support the manufacture of electric 
buses for the Indian market.
SOLO SUCCESS IN THE 
MIDDLE EAST MARKET
In early 2015 Optare provided the popular 
Solo model for operation on routes in Bahrain in 
accordance with the public transportation routes 
schedule, in addition to a dedicated service for 
transporting passengers to and from the airport. 
The public bus operator in the Kingdom aims 
to increase network coverage by around 77%, 
allowing more residents and citizens access 
to the transportation system.  Optare plc
Annual report and accounts 2015 14
OUR STRATEGY AND KPI s
Our strategy is in place to help 
ensure the Group reaches 
its key growth targets.
DELIVERING WHAT WE PROMISE
Focus on rear engine integral 
solutions for urban applications. 
Consolidating and maintaining UK 
leadership in the mini-bus market. 
Growth in the midi-bus market. 
Entry into the double deck market.
Expansion of market share globally 
by selling buses to global standards 
at competitive prices.
Optare plc is the hub of Ashok 
Leyland Ltd’s global expansion 
into Europe and worldwide.
Reinforce customer focus through 
new aftermarket structure.
KEY PERFORMANCE 
INDICATORS
11/12 12/13 13/14 14/15
398
389
360
351
Bus sales volume
(single deck)
71.9
75.9
57.8 56.9
T urnover
(£m)
11/12 12/13 13/14 14/15
6.8
3.6
1.6
1.9
EBITDA
pre‑exceptional loss
(£m)
11/12 12/13 13/14 14/15
Our strategic focus includes:
Operational 
excellence
Create value 
by design
Optare plc’s mission 
and values
Think local,  
act global
Build next generation 
of buses
Customer focus
Growth from new 
markets/products
Invest in people, products and technology Partnerships to share expertise globally 15
www.optare.com
Annual report and accounts 2015
Corporate governance Financial statements Strategic report
OUR KEY RISKS
We have a robust management 
system in place to monitor 
and assess the Group risks.
The key risks that might materially affect the financial performance of the Group are:
KEY RISK MITIGATING ACTIVITIES
Changes in legislation
Legislative changes may require investment in new product developments or adaptations 
which will incur cost. Design changes are regularly made to address legislative changes well 
ahead of their legal introduction.
Decrease in market demand The Group operates in a market where there are a number of competitors whose actions 
may affect the level of turnover of the Group. Market demand, whilst underpinned by strong 
long-term drivers, may fluctuate over the short to medium term. The Board is actively pursuing 
a policy to decrease the dependency on the UK market by increasing focus on export markets.
Introduction and production 
of new technologies
The introduction and start-up of production of new technologies, such as EV and hybrid 
technology, carries a technical and execution risk. The Group continually works with major 
global suppliers to evaluate new technological developments and how best to improve designs, 
introduce them into products and incorporate them into assembly production.
Supply chain The Group is currently dependent upon key suppliers to ensure continuity of production. 
Interruption of such supply may have a detrimental effect on the Group’s revenue stream and 
resultant operating results. Common sourcing strategies are being pursued with Ashok Leyland Ltd 
to reduce the dependency on any one supplier.
Customer relationships The Group continues to trade with a number of customers, the future business of which cannot 
be guaranteed beyond the terms and conditions of existing contracts as referred to by separate 
disclosure. Significant effort is put into maintaining and developing Optare plc’s long-term 
reputation with both existing customers and new customers.
The Audit Committee is responsible for reviewing the Group’s internal financial controls and risk management systems and processes to limit 
the exposure to the above key risks.
Credit, liquidity, foreign currency and cash flow risks are discussed within the consolidated financial statements’ summary of significant 
accounting policies. Optare plc
Annual report and accounts 2015 16
BOARD OF DIRECTORS
Enrico Vassallo
(Chief Executive Officer)
Holding a degree in mechanical engineering, Enrico brings a wealth 
of international experience and market knowledge. He spent 15 years 
working in the global bus and truck industry with the Iveco Group; 
latterly, as the general manager of Irisbus Italy, Enrico was sales and 
marketing director for Africa and the Middle East. In 2011 he moved 
to Brazil to take up a post as president of FPT Industrial, a division of 
Fiat Industrial, responsible for the group’s operations in Latin America. 
He became Optare plc’s CEO and an independent Executive Director 
in October 2013.
Anuj Kathuria 
(Non-executive Director)
An engineering graduate from BITS and an MBA from XLRI, Jamshedpur, 
Anuj brings a wealth of experience across multiple functions including 
manufacturing, sourcing, mergers and acquisitions and programme 
management. He also undertook a two-year overseas assignment as 
head of global sourcing. With Ashok Leyland Ltd since 2010, he heads the 
strategic sourcing and supply chain and is responsible for all supply chain 
activities, including bringing synergistic benefits to Optare plc’s material 
sourcing and cost.
John Fickling 
(Independent Non-executive Chairman)
John is a qualified engineer. He has over 25 years’ experience in the 
transport industry as a former major shareholder and executive director 
of Northumbria Buses and Kentish Bus, developing the latter into one 
of the largest privately owned London bus companies for Transport for 
London. He was chief executive of Sunderland AFC for eleven years, 
where he oversaw the building of the Stadium of Light and the new 
training academy and had significant involvement in its full stock market 
listing in the late 1990s. John is very well known across the industry and 
has a keen interest in green issues in public transport. He is Chairman 
of the Remuneration Committee.
Gopal Mahadevan 
(Non-executive Director)
Gopal is currently CFO for Ashok Leyland Ltd. Gopal is a chartered 
accountant and a company secretary with 25 years’ experience in finance 
functions across a variety of industries. He started his career with the 
TTK Group and then moved to Sanmar Group, where he progressed 
to head of finance for their PVC business. He later joined Sify Limited 
to head mergers and acquisitions, legal and Nasdaq compliances, 
following which he joined Amara Raja Batteries as group CFO. Prior 
to his appointment to Ashok Leyland Ltd, Gopal was CFO of engineering 
company Thermax Limited. On his appointment as a Non-executive 
Director, Gopal became Chairman of the Audit Committee.
V enkatesan V enkataraman 
(Non-executive Director)
Venkatesan is currently president of business development and 
strategy for Hinduja Automotive Limited, responsible for strategy, 
M&A and business development activities of the Hinduja Group’s 
automotive interests based in the UK. Starting as a graduate engineer 
in Ashok Leyland Ltd, he has over 30 years’ experience in industrial 
engineering, business and corporate planning functions. He led the 
Ashok Leyland Ltd negotiations for its initial stake and, subsequently, 
its increased stake in Optare plc.
V enkataraman Thyagarajan 
(Non-executive Director)
Venkataraman, 54, is currently the head of global bus business of 
Ashok Leyland Ltd, Optare plc’s parent company. Venkataraman is a 
mechanical engineer and holds a master’s degree in industrial management. 
Venkataraman has 33 years’ experience in the automotive industry and 
started his career in 1981 with various organisations such as Suhail Bahwan 
Group, Saud Bahwan Group, Amalgamations Group, McNeil & Magon 
and Enfield Motors. Venkataraman was a Professor at NITIE, Mumbai, 
for three years and has four publications to his credit. Venkataraman joined 
Ashok Leyland Ltd in April 2010 and is responsible for the global bus 
business. He is a director of Ashok Leyland (UAE) LLC and Irizar TVS Ltd.
Steven Norris 
(Non-executive Director)
Steven, 69, started his career in the engineering and motor industries, 
entering into politics in 1977, when he was elected to Berkshire County 
Council. In 1983 he became the Member of Parliament for Oxford East 
and subsequently held various parliamentary positions until 1992, when 
he became the Parliamentary Under-Secretary of State for Transport 
and Minister for Transport in London. Steven was responsible for the 
Jubilee line extension, the largest extension of the London Underground 
network to date. Steven is widely known for his interest in public transport. 
He possesses a wealth of experience and is either currently or has 
previously held roles as chairman of the National Cycling Strategy Board, 
director general of the Road Haulage Association, president of the 
Motor Cycle Industry Association, a commissioner with the Independent 
Transport Commission, and a patron of the cyclists’ charity Sustrans 
and of the Campaign for Better Transport (UK) Trust. Steven holds 
an MA in jurisprudence from the University of Oxford. 17
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Corporate governance Financial statements Strategic report
CORPORATE GOVERNANCE
The Board is accountable to the Company’s shareholders for 
good corporate governance. The Company has partially complied 
throughout the period with the main principles of the UK Corporate 
Governance Code 2012. 
Principles of corporate governance
The Company is committed to high standards of corporate 
governance. The Company has regard to the main principles of the 
Financial Reporting Council’s UK Corporate Governance Code 2012.
The role of the Board is to provide entrepreneurial leadership of 
the Company within a framework of prudent and effective controls, 
which enables risk to be assessed and managed. The Board sets the 
Company’s strategic aims, ensures that the necessary financial and 
human resources are in place for the Company to meet its objectives 
and reviews management’s performance. The Board sets the Company’s 
values and standards and ensures that its obligations to its 
shareholders and others are understood and met.
Board structure
Following Ashok Leyland Ltd and its associated companies’ increase 
to 75.1% of the shares in the Company in January 2012, the Board 
has evolved to a structure with the independent Non-executive 
Chairman, the independent Non-executive Deputy Chairman, 
one independent executive Director (the CEO) and a minimum 
of three Ashok Leyland Ltd-nominated Non-executive Directors. 
Directors’ dates of appointment and resignation are detailed 
in the Directors’ report.
Role of the Board
The Board is responsible to shareholders for the proper management of 
the Group. The Non-executive Directors have a particular responsibility 
to ensure that the strategies proposed by the Executive Director are fully 
considered. To enable the Board to discharge its duties, all Directors have 
full and timely access to all relevant information and there is a procedure 
for all Directors, in furtherance of their duties, to take independent 
professional advice, if necessary, at the expense of the Group. The Board 
has a formal schedule of matters reserved to it. It is responsible for overall 
Group strategy, approval of major capital expenditure projects and 
consideration of significant financing matters. The Board met on nine 
separate occasions in the year. 
Appointment and induction of Directors
The composition of the Board is kept under review with the aim 
of ensuring that the Directors collectively possess the necessary skills 
and experience to direct the Group’s business activities.
Board committees
The Board delegates certain matters to its two principal committees, 
which deal with remuneration and audit.
Remuneration Committee
The Remuneration Committee comprises the Non-executive Directors 
John Fickling and Venkatesan Venkataraman. The Remuneration 
Committee determines and agrees with the Board the framework of 
remuneration for the Executive Director. The Board itself determines 
the remuneration of the Non-executive Directors. There was one 
Remuneration Committee meeting in the year which was fully attended. 
The report on Directors’ remuneration is set out on pages 18 and 19.
Audit Committee
The Audit Committee comprises the Non-executive Directors Gopal 
Mahadevan (Chairman) and John Fickling.
Meetings are also attended, by invitation, by the Chief Financial Officer.
The Audit Committee is responsible for:
 ■
reviewing the scope of external audit and receiving regular 
reports from KPMG LLP;
 ■
reviewing the half-year and annual accounts prior to their 
recommendation to the Board;
 ■
reviewing the Group’s internal financial controls and risk 
management systems and processes;
 ■
making recommendations on the appointment, re-appointment 
and removal of the external auditor and approving the terms 
of engagement;
 ■
reviewing the nature of the work and level of fees for non-audit 
services provided by the external auditor; and
 ■
assessing the independence, objectivity and effectiveness 
of the external auditor.
The committee met on two occasions during the year and the meetings 
were fully attended.
Internal control
The Board has overall responsibility for the Group’s system of internal 
control and risk management and for reviewing the effectiveness of 
this system. Such a system can only be designed to manage, rather 
than eliminate, the risk of failure to achieve business objectives and 
can therefore only provide reasonable, and not absolute, assurance 
against material misstatement or loss. The Board is of the view that 
due to the current size and composition of the Group it is not 
necessary to establish an internal audit function.
Relations with shareholders
The Company values its dialogue with both institutional and private 
investors. Effective two-way communication with fund managers, 
investors and analysts is actively pursued and this encompasses 
issues such as performance, policy and strategy. Private investors 
are encouraged to participate in the annual general meeting, at which 
the Non-executive Chairman presents a review of the results and 
comments on current business activity. Members of the Audit and 
Remuneration Committees will be available at the annual general 
meeting to answer any shareholder questions. 
Going concern
The Directors confirm that they are satisfied that the Company 
and the Group have adequate resources to continue in business for 
the foreseeable future. For this reason, they continue to adopt the 
going concern basis in preparing the financial statements. Further 
disclosures are made on page 28.
John Fickling
Non-executive Chairman
25 June 2015 Optare plc
Annual report and accounts 2015 18
DIRECTORS’ REMUNERATION REPORT
Remuneration policy
The policy of the Committee is to reward Executive Directors 
in order to recruit, motivate and retain high quality executives 
within a competitive marketplace.
There are four main elements of the remuneration packages 
for Executive Directors and senior management:
 ■
basic annual salary (including Directors’ fees) and benefits;
 ■
annual bonus payments which cannot exceed 100% of salary;
 ■
share option incentives; and
 ■
pension arrangements.
Basic salary
Basic salary is reviewed annually in March with increases taking effect 
from 1 April. In addition to basic salary, the Executive Director also 
receives certain benefits in kind, principally private medical insurance 
and a car. No pay rises were awarded during the year.
Annual bonus
The purpose of the annual bonus is to reward the Executive Director 
and other senior management for achieving above average performance 
compared to appropriate industry targets, which would also benefit 
shareholders. Incentive payments for the year ended 31 March 2015 
totalled £nil (2013/14: £nil). 
Share option incentives
The Group offers share options to the Executive Director and 
other senior employees to facilitate the recruitment of candidates 
of appropriate experience and qualifications. In the year ended 
31 March 2015, no share options were issued (2013/14: nil).  
The exercise of the outstanding options is not dependent on 
performance criteria, but options are subject to a two-year lock-in 
period from the date of issue. The Company is reviewing its policy 
in respect of future tranches of share options and whether a long-term 
incentive plan will be put in place.
Pension arrangements
The Executive Director is a member of a money purchase pension 
scheme to which the Group contributed at 10% of salary. No other 
payments to Directors are pensionable. 
Directors’ contracts
It is the Company’s policy that the Executive Director should have 
a contract with an indefinite term providing for a maximum of one 
year’s notice. In the event of early termination, the Director’s contract 
provides for compensation up to a maximum of basic salary for the 
notice period.
Non-executive Directors
The fees of independent Non-executive Directors are determined 
by the Board as a whole, having regard to the commitment of time 
required and the level of fees in similar companies. Non-executive 
Directors are employed by letter of appointment. Non-executive 
Directors are not entitled to participate in the Company’s 
pension scheme. 
Directors’ emoluments and compensation
Salary
£
Benefits
£
Bonuses
£
Other*
£
2014/15
 Total
£
2013/14 
Total
£
Executive Directors
Enrico Vassallo 154,383 13,775 — 17,640 185,798 108,579
Non-executive Directors
John Fickling 55,803 — — — 55,803 63,795
Jorma Halonen — — — — — 7,500
Anuj Kathuria — — — — — —
Gopal Mahadevan — — — — — —
Venkatesan Venkataraman — — — — — —
Venkataraman Thyagarajan — — — — — —
Steven Norris 12,446 — — — 12,446 —
T otal 222,632 13,775 — 17,640 254,047 179,874
Notes
* Other principally includes employer pension contribution. 19
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Corporate governance Financial statements Strategic report
Directors’ share options
Options at 
31 March 
2014
Options 
granted 
in year
Forfeited
in year
Options at 
31 March 
2015
Exercise 
price 
(pence)
Exercise 
period Expiry date
John Fickling 250,000 — — 250,000 1.00p 10 years 03/07/2019
John Fickling 250,000 — — 250,000 4.15p 10 years 03/07/2019
The policy of the Committee is to reward Executive 
Directors in order to recruit, motivate and retain high 
quality executives within a competitive marketplace.
Directors’ interests in shares
Directors’ interests in the shares of Optare plc as at 31 March 2015 were:
Number
John Fickling 3,588,355
Total 3,588,355
No other Director had any interest in the shares of Optare plc as at 31 March 2015.
The market price of shares at 31 March 2015 (being the last trading day in the year) was 0.18p and the range during the year was 0.12p to 0.33p. 
The Company delisted on 1 June 2015.
Approval
This report was approved by the Board of Directors and authorised for issue on 25 June 2015 and signed on its behalf by:
John Fickling
Chairman of the Remuneration Committee
25 June 2015 Optare plc
Annual report and accounts 2015 20
DIRECTORS’ REPORT
The Directors submit their report and the financial statements 
of Optare plc for the year ended 31 March 2015.
Principal activities
The Group is engaged in bus design, manufacture, sales, coach sales, 
aftermarket support and bus refurbishment.
Financial instruments
The Group’s financial instruments comprise cash, borrowings and 
finance leases, and various items such as trade debtors and trade 
creditors arising from its operations. The Group has not established 
a formal policy on the use of financial instruments but assesses the 
risks faced by the Group as economic conditions and the Group’s 
operations develop. Further disclosures relating to financial instruments 
are included in the summary of significant accounting policies.
In January 2015 the Company entered into a forward contract for the 
value of $2.2m to manage its exposure to foreign currency movements 
on a $2.3m loan received from the Ashok Leyland Ltd. The value 
date of this contract is July 2015.
Political and charitable contributions
There were no political contributions during the period. Charitable 
contributions were £nil in the period (2013/14: £nil).
Research and development
The Group does not carry out research, all efforts being focused 
on development. The Group has one of the strongest product 
development teams in the industry, generating advanced product 
designs in accordance with customer needs, legislative requirements 
and market trends, integrated with market-leading technology suppliers. 
The Company plans to break into the double deck market in 2015, 
with EV and hybrid variants to be made available. 
Events since the end of the year
After careful consideration of the long-term growth plans for Optare plc 
the Board has taken the decision to delist from AIM. Delisting from 
AIM is seen as a positive step towards increasing Optare plc’s competitive 
advantage. There are significant costs associated with maintaining 
a quotation on AIM; the Board of Directors believes these costs outweigh 
the benefits and that these funds would be better deployed to support 
Optare plc’s investment in product support and future technology 
as part of its growth strategy. Ashok Leyland Ltd, part of the Hinduja 
Group, will remain the major shareholder and continue to support 
the Company in its growth strategy. Optare plc remains committed 
to delivering the latest environmental and technological advancements 
in passenger transport to its customers. 
See note 24, Post-period end events, for further detail.
Directors
Directors who served in the year are as follows:
John Fickling  
Anuj Kathuria
Venkatesan Venkataraman
Gopal Mahadevan
Enrico Vassallo
Venkataraman Thyagarajan (appointed 28 July 2014)
Steven Norris (appointed 10 October 2014)
During the year the Group maintained insurance policies providing 
liability cover to its Directors.
Disabled people
It is the policy of the Group that disabled people should have the 
same consideration as others for all job vacancies for which they apply 
as suitable candidates.
It is Group policy to ensure that equal opportunity is given for 
the employment, training and career development of disabled 
people, including people who become disabled whilst in the 
Group’s employment.
Employee involvement
The Group encourages the involvement of its employees 
through regular dissemination of information of particular 
concern to employees, including a regular newsletter.
Environmental policy
The Group environmental policy is to meet the statutory 
requirements placed upon it and to apply good environmental 
practice in its operations.
Policy on payment of creditors
It is Group policy to agree and clearly communicate the terms of 
payment as part of the commercial arrangements negotiated with 
suppliers and then to pay according to those terms based on the 
timely receipt of an accurate invoice.
Trade creditor days based on creditors at 31 March 2015 were 
70 days (2013/14: 101 days). 21
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Corporate governance Financial statements Strategic report
Substantial shareholdings
Information on substantial shareholdings and shares not in public 
hands is reported on our website, www.optare.com, in accordance 
with Rule 26 of the AIM Rules (February 2010). Ashok Leyland Ltd 
owns 75.1% of the share capital of the business. Ashok Leyland Ltd is 
classified as the immediate parent of the Company as it maintains the 
controlling interest and exercises control through its employees, who 
sit on the board of Optare plc. The Board has authorisation from the 
10 September 2014 shareholders’ general meeting to issue warrants 
to maintain this percentage on the exercise of share options or other 
outstanding warrants. 
The company delisted on 1 June 2015.
Related party transactions
Details of transactions with Ashok Leyland Ltd and associated 
companies can be found in note 25, Related party transactions.
Directors’ interests in contracts
No Director had a material interest at any time during the period 
in any contract of significance, other than a service contract, with 
the Company or any of its subsidiary undertakings.
Dividends
The Directors do not propose the payment of a dividend in respect 
of the current period (2013/14: £nil).
Going concern
The Directors have made enquiries into the adequacy of the 
Group’s financial resources, through a review of the current financial 
projections, which includes capital expenditure plans and cash flow 
forecasts and the funding facilities available. Accordingly, the Directors 
have satisfied themselves that the Group will continue in operational 
existence for the foreseeable future and therefore have continued 
to adopt the going concern basis in preparing the Group’s financial 
statements. Further disclosures are made on the matters considered 
by the Directors and related uncertainties in the summary of significant 
accounting policies in the financial statements.
Auditor
KPMG LLP has indicated its willingness to continue in office and 
a resolution that it be re-appointed as auditor will be proposed 
at the annual general meeting.
Statement as to disclosure of information to the auditor
The Directors who held office at the date of approval of this Directors’ 
report confirm that, so far as they are each aware, there is no relevant 
audit information of which the Company’s auditor is unaware, and each 
Director has taken all steps that he ought to have taken as a Director 
to make himself aware of any relevant audit information and to establish 
that the Company’s auditor is aware of that information.
Directors’ indemnity
Every Director shall be indemnified by the Company out of its own 
funds. An appropriate insurance policy is in place.
This report was approved by the Board of Directors and authorised 
for issue on 25 June 2015 and signed on its behalf by:
Enrico Vassallo
Chief Executive Officer
25 June 2015 Optare plc
Annual report and accounts 2015 22
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
In respect of the annual report and the financial statements 
The Directors are responsible for preparing the annual report and 
the Group and parent company financial statements in accordance 
with applicable law and regulations. 
Company law requires the Directors to prepare Group and parent 
company financial statements for each financial year. Under that 
law they have elected to prepare the Group financial statements in 
accordance with International Financial Reporting Standards (“IFRSs”) 
as adopted by the EU and applicable law and have elected to prepare 
the parent company financial statements in accordance with UK 
Accounting Standards and applicable law (UK Generally Accepted 
Accounting Practice).
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 Group and parent company and of their 
profit or loss for that period. In preparing each of the Group and 
parent company financial statements, the Directors are required to: 
 ■
select suitable accounting policies and then apply them consistently; 
 ■
make judgements and estimates that are reasonable and prudent; 
 ■
for the Group financial statements, state whether they have been 
prepared in accordance with IFRSs as adopted by the EU; 
 ■
for the parent company financial statements, state whether 
applicable UK Accounting Standards have been followed, subject 
to any material departures disclosed and explained in the financial 
statements; and 
 ■
prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Group and the 
parent company will continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the parent company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the parent company and enable them to ensure 
that its financial statements comply with the Companies Act 2006. 
They have general responsibility for taking such steps as are 
reasonably open to them to safeguard the assets of the Group 
and to prevent and detect fraud and other irregularities. 
The Directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the Company’s 
website. Legislation in the UK governing the preparation and dissemination 
of financial statements may differ from legislation in other jurisdictions. 23
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Annual report and accounts 2015
Strategic report Corporate governance Financial statements
INDEPENDENT AUDITOR’S REPORT
T o the members of Optare plc
We have audited the financial statements of Optare plc for the 
year ended 31 March 2015 set out on pages 24 to 49. The financial 
reporting framework that has been applied in the preparation of the 
Group financial statements is applicable law and International Financial 
Reporting Standards (“IFRSs”) as adopted by the EU. The financial 
reporting framework that has been applied in the preparation of 
the parent company financial statements is applicable law and UK 
Accounting Standards (UK Generally Accepted Accounting Practice).
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 an auditor’s report 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. 
Respective responsibilities of Directors and auditor 
As explained more fully in the Directors’ responsibilities statement 
set out on page 22, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true 
and fair view. Our responsibility is to audit, and express an opinion 
on, the financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s Ethical 
Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements 
is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements 
In our opinion: 
 ■
the financial statements give a true and fair view of the state of the 
Group’s and of the parent company’s affairs as at 31 March 2015 
and of the Group’s loss for the year then ended; 
 ■
the Group financial statements have been properly prepared 
in accordance with IFRSs as adopted by the EU; 
 ■
the parent company financial statements have been properly prepared 
in accordance with UK Generally Accepted Accounting Practice; and
 ■
the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006. 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Strategic report and 
the Directors’ report for the financial year for which the financial 
statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception 
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. 
Jeremy Gledhill (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor  
Chartered Accountants 
1 The Embankment
Neville Street
Leeds LS1 4DW
25 June 2015 Optare plc
Annual report and accounts 2015 24
Notes
Year
 ended
31 March
2015
 £’000 
Year
ended
31 March
 2014
£’000 
Revenue 57,762 56,947
Cost of sales (50,228) (50,826)
Gross profit 7,534 6,121
Administrative expenses (10,000) (8,039)
Distribution costs (498) (499)
Amortisation of intangible assets 11 (668) (624)
Loss from operations 3 (3,632) (3,041)
Finance costs 5 (1,133) (1,020)
Loss on ordinary activities before taxation (4,765) (4,061)
T axation 6 — —
Loss attributable to the equity holders of the parent company (4,765) (4,061)
Year ended 
31 March 
2015
Year ended 
31 March 
2014
Loss per share (note 8):
From continuing operations (basic and diluted) (0.2)p (0.2)p
There are no other recognised items of income and expense other than those presented above.
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2015 25
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Annual report and accounts 2015
Strategic report Corporate governance Financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2015
Share 
capital
£’000
Share 
premium
£’000
Merger 
reserve
£’000
Retained 
loss
£’000
Share-based 
payment 
reserve
£’000
Total
£’000
Balance at 1 April 2013 9,005 32,396 5,542 (51,723) 42 (4,738)
Loss for the year — — — (4,061) — (4,061)
Total comprehensive income for the year — — — (4,061) — (4,061)
Balance at 31 March 2014 9,005 32,396 5,542 (55,784) 42 (8,799)
Loss for the year — — — (4,765) — (4,765)
Total comprehensive income for the year — — — (4,765) — (4,765)
Balance at 31 March 2015 9,005 32,396 5,542 (60,549) 42 (13,564) Optare plc
Annual report and accounts 2015 26
CONSOLIDATED BALANCE SHEET
At 31 March 2015
Company number: 06481690
Notes
Year ended 
31 March 
2015
£’000 
Year ended
31 March 
2014
£’000 
Non-current assets
Goodwill 10 8,574 8,574
Other intangible assets 11 8,526 8,324
Property, plant and equipment 12 3,198 3,300
20,298 20,198
Current assets
Inventories 13 6,841 12,423
Trade and other receivables 14 7,439 7,998
14,280 20,421
Total assets 34,578 40,619
Current liabilities
Trade and other payables 15 13,947 18,632
Loans and overdrafts 26 9,000 10,092
Provisions 16 1,662 1,589
Obligations under finance leases 17 72 64
24,681 30,377
Non-current liabilities 
Bank and other loans 26 20,100 15,000
Provisions 16 3,263 3,940
Obligations under finance leases 17 98 101
23,461 19,041
Total liabilities 48,142 49,418
Net liabilities (13,564) (8,799)
Equity
Share capital 19 9,005 9,005
Share premium 32,396 32,396
Share-based payment reserve 42 42
Merger reserve 5,542 5,542
Retained loss (60,549) (55,784)
Total equity attributable to equity holders of the parent (13,564) (8,799)
The financial statements on pages 24 to 45 were approved by the Board of Directors and authorised for issue on 25 June 2015 and are signed 
on its behalf by:
Enrico Vassallo
Chief Executive Officer
25 June 2015 27
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CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2015
Notes
Year ended
 31 March 
2015 
£’000
Year ended
 31 March 
2014 
£’000 
Operating activities  
Cash absorbed by operations 23 (1,106) (4,166)
Interest paid 5 (1,133) (1,020)
Net cash used in operating activities (2,239) (5,186)
Investing activities
Purchase of property, plant and equipment (674) (543)
Purchases of HP assets 11 (100) —
Internal capitalised costs (1,000) (677)
Net cash used in investing activities (1,774) (1,220)
Financing activities
Finance lease repayments (95) (69)
Loans 3,551 7,476
Net cash generated from financing activities 3,456 7,407
Net (decrease)/increase in cash and cash equivalents (557) 1,001
Cash and cash equivalents at start of year (4,444) (5,445)
Cash and cash equivalents at end of year (5,001) (4,444) Optare plc
Annual report and accounts 2015 28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In respect of the consolidated financial statements
Basis of preparation
Optare plc is a company incorporated and domiciled in the UK.
The financial statements have been prepared on a historical cost basis. The historical financial statements consolidate those of Optare plc 
and its subsidiaries.
The historical financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations 
issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union (“Endorsed IFRS”) and with those parts 
of the Companies Act 2006 applicable to companies preparing their accounts under Endorsed IFRS.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its 
liabilities as they fall due for the foreseeable future. The Group made a net loss of £4.8m in the year ended 31 March 2015 (2013/14: £4.1m), 
which has resulted in the Group now having net liabilities of £13.6m (2013/14: £8.8m).
The Group has conducted a thorough review of its strategy for the next three years and put forward updated trading forecasts through to 
March 2018, which include detailed cash flow calculations. The Group is forecast to be cash generative in 2017/18. The Group continues to 
have facilities and parental support in place to meet its funding requirements. The forecasts are based on detailed assumptions as to sales 
performance and variable and fixed costs. 
The forecasts assume a gradual increase in the level of savings in material costs over the forecast period, achieved both through the Company’s 
own efforts and through joint initiatives with Ashok Leyland Ltd. Improvement in labour productivity is factored in as well as further expected 
gains from process improvement and redesigns of the buses for efficient manufacturing.
There is inherent uncertainty in any forecast. In assessing such forecasts the Directors have considered the impact of such uncertainties, 
including the financial strength of customers, any lack of visibility regarding sales beyond the current order book, the ability of suppliers to meet 
demand, the achievability of material and labour and the possibility that the external economic environment might worsen. The Directors feel 
that a reasonably conservative approach has been taken in the forecasts and that the facilities in place have adequate headroom to allow for 
these uncertainties. The Company has also received a formal letter of support from Ashok Leyland Ltd, the parent company. Ashok Leyland Ltd 
has indicated that it will provide such financial and other support as is required to support the business plan of the Company.
The Company was successful in restructuring its debt in June 2013 to provide total bank facilities of £23m. These are structured into 
a term loan for three years for £15.0m backed by a corporate guarantee provided by Ashok Leyland Ltd and an overdraft element of £8.0m, 
which has been renewed and now falls due for review in July 2016. There is a fixed charge on the assets of the Company following the 
re-negotiation of facilities in June 2013. Both of these facilities are placed with Barclays PLC. Due to the corporate guarantee, no financial 
performance covenants attach to these facilities.
The Group also has a £6.6m short-term loan facility from Ashok Leyland Ltd as at 31 March 2015, with a 30-day notice repayment notice subject to banking 
covenants. £5.1m of these facilities has been rolled forward for repayment in July 2016. The remaining £1.5m is repayable in December 2015.
The Directors are confident that the assumptions underlying their forecast are reasonable and that the Group will be able to operate within its 
current funding limits arranged with support from Ashok Leyland Ltd. The Directors believe that the Group is well placed to manage its business 
risk successfully.
On the above basis the Board believes that it is appropriate to prepare the financial statements on the going concern basis. The financial 
statements do not include any adjustment to the value of the balance sheet assets or provisions for further liabilities, which would result 
should the going concern concept not be valid.
Basis of consolidation
Subsidiaries are entities controlled by Optare plc. Control exists when Optare plc has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are 
currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated 
financial statements from the date that control commences until the date that control ceases. 
Inter-company transactions and balances and unrealised gains on transactions between Group companies are eliminated. 29
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Annual report and accounts 2015
Strategic report Corporate governance Financial statements
New IFRSs and amendments to IASs and interpretations not applied
International Financial Reporting Standards effective for accounting periods starting on or after:
IFRS 10 Consolidated Financial Statements 1 January 2014
IFRS 11 Joint Arrangements 1 January 2014
IFRS 12 Disclosure of Interests in Other Entities 1 January 2014
IFRS 13 Fair Value Measurement 11 December 2012
IAS 28 Investments in Associates and Joint Ventures 1 January 2014
IAS 19 Defined Benefit Plans 5 June 2012
IFRS 7 Financial Instruments: Disclosures 13 December 2012
These standards and interpretations are not considered applicable to Optare plc’s financial statements.
The following principal accounting policies have been applied consistently in the preparation of the financial statements:
Revenue
The Group’s revenue arises from the sale of vehicles and parts and the provision of repairs and is stated at the invoiced amount net of VAT. 
No separate revenues are generated from development and design. Revenue is recognised upon the transfer of all risks and rewards in relation 
to the Group’s products. For the sale of vehicles revenue is recognised on delivery of the goods, for parts it is recognised on dispatch of the goods 
and for repairs it is recognised on completion of the relevant repair.
Foreign currency
Transactions entered into in a currency other than the currency of the primary economic environment (the “functional currency”) are recorded at 
the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. 
Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the income statement.
Functional and presentation currency
The functional and presentation currency for Optare plc is Sterling.
Goodwill
Goodwill, being the difference between the fair value of the assets acquired and the fair value of the consideration paid, arising on business 
combinations is capitalised as an intangible asset with any impairment in carrying value being charged to the income statement. The asset 
is reviewed for impairment at least annually. 
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units 
that are expected to benefit from the business combination in which the goodwill arose.
Intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised over their useful economic lives. 
Intangible assets are recognised on business combinations if they are identifiable and their fair value can be reliably measured. The amounts 
ascribed to such intangibles are arrived at by using appropriate valuation techniques.
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles 
acquired in a business combination are as follows:
1.  Acquired vehicle design
Vehicle design acquired is amortised on a straight line basis up to ten years. 
2.  Internal vehicle design
Vehicle designs are valued at the estimated cost of generating vehicle designs including internal and external engineering and testing costs. 
The amortisation period and charge is recognised on a systematic basis over the anticipated useful economic life of the design of up to ten 
years. Amortisation is charged over the life of the design apportioned based on the number of actual and projected vehicles to be sold of that 
design during its life.
3.  Customer relationships
Customer relationships are valued using the multi-period excess earnings model. The customer relationships are amortised over ten years 
using a straight line basis. Optare plc
Annual report and accounts 2015 30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
In respect of the consolidated financial statements
Research and development
No research activities have been undertaken within the period. If any are undertaken then research activities are recognised as an expense 
in the period in which it is incurred.
An internally generated intangible asset arising from development is recognised only if all of the following conditions are met:
 ■
an asset is created that can be identified;
 ■
 it is probable that the asset created will generate future economic benefits;
 ■
 the development cost of the asset can be measured reliably;
 ■
 the product or process is technically and commercially feasible; and
 ■
 sufficient resources are available to complete the development and to either sell or use the asset.
Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in 
which it is incurred. Internally generated intangible assets are amortised over the number of actual and projected vehicles over their useful lives.
Intangible assets amortisation charges are included as a separate line item in the income statement. 
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually. Other non-financial 
assets including property, plant and equipment are subject to impairment tests whenever events or changes in circumstances indicate that 
their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount the asset is written 
down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating 
unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows).
Impairment charges are included as a separate line item in the income statement, except to the extent they reverse gains previously recognised 
directly in equity.
Financial assets and liabilities
Loans and receivables 
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They arise 
principally through the provision of goods and services to customers, but also incorporate other types of contractual monetary asset. 
They are recorded at fair value, subsequently measured at amortised cost less any provision for impairment.
Cash and cash equivalents 
Cash and cash equivalents comprise cash on hand less bank overdrafts.
Bank borrowings 
Interest-bearing bank loans and overdrafts are recorded initially at their fair value, net of direct transaction costs. Such instruments are 
subsequently carried at their amortised cost and finance charges, including premiums payable on settlement or redemption, are recognised 
in the income statement over the term of the instrument using an effective rate of interest.
T rade and other payables
Other financial liabilities comprise trade payables and other short-term monetary liabilities, which are recorded at fair value then measured 
at amortised cost.
Retirement benefits: defined contribution schemes
Contributions to defined contribution pension schemes are charged to the income statement in the period to which they relate. The Group 
has no further payment obligations once the contributions have been paid. No defined benefits schemes exist within the Group.
Leased assets
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “finance lease”), 
the asset is treated as if it had been purchased outright.
The amount initially recognised as an asset is the present value of the minimum lease payments payable over the term of the lease. 
The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element 
is charged to the income statement over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. 
The capital element reduces the balance owed to the lessor.
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an “operating lease”), the total rentals 
payable under the lease are charged to the income statement on a straight line basis over the lease term. 31
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Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs to its tax base, 
except for differences arising on:
 ■
the initial recognition of goodwill;
 ■
 goodwill for which amortisation is not tax deductible; and
 ■
 initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither 
accounting nor taxable profit or loss.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which 
the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date 
and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities 
and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. 
Property , plant and equipment
Items of property, plant and equipment are initially recognised at cost. Depreciation is provided on all items of property, plant and equipment 
so as to write off the carrying value of items over their expected useful economic lives. It is applied at the following rates:
Leasehold property improvements   – 10% over the life of the lease
Plant and machinery and motor vehicles   – 10% to 25% per annum straight line
Fixtures, fittings and equipment   – 10% to 33% per annum straight line
Production tooling     – 15% to 20% per annum straight line
Exceptional items
Exceptional items are costs and income that should not be expected to recur in the normal course of business. 
Demonstration fleet
Vehicles manufactured and held principally for customer demonstrations which are intended at the date of entering service to remain 
in such use for twelve months or more are capitalised at cost as part of our demonstration fleet. When no longer required as a sales aid they 
are transferred to inventory at net book value. When sold the proceeds are treated as revenue. Demonstration fleet vehicles are depreciated 
at 17% per annum straight line.
Inventories
Inventories are initially recognised at a weighted average value method (“WAV”) and are stated at the lower of cost and net realisable value. 
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Work in progress and finished goods include labour and attributable variable overheads.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and a reliable estimate can be made of a probable 
adverse outcome, for example warranties. Otherwise, material contingent liabilities are disclosed unless the transfer of economic benefit is remote. 
Share-based payment transactions
The Group issues equity-settled share-based payment transactions to certain employees. Equity-settled share-based payment transactions 
are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed 
on a straight line basis over the vesting period, based on the Group’s estimate of the number of instruments that will eventually vest with 
a corresponding adjustment to equity. Fair value is measured by use of a Black Scholes model. The expected life used in the model has been 
adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option at grant date. Non-market vesting 
conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
Cancelled options are accounted for as an acceleration of vesting. When a share-based payment is cancelled an amount is recognised in the 
profit and loss account that would otherwise have been recognised over the remainder of the vesting period if the cancellation had not occurred. Optare plc
Annual report and accounts 2015 32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
In respect of the consolidated financial statements
Critical judgements and estimates
The preparation of historical financial information in conformity with Endorsed IFRS requires management to make judgements, estimates 
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and 
associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, 
the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from 
other sources. Actual results may differ from these estimates. The key sources of estimation that have a significant impact on the carrying value 
of assets and liabilities are discussed below.
Provision for warranty claims
Management has estimated the cost of potential warranty claims arising on acquisition of the various businesses and on new bus sales. 
This requires an element of judgement about the likely level of claims and their financial impact upon the business. The factors affecting the level 
of warranty cost are: the number of buses sold; the length in periods and the breadth in cover of the terms of the warranty given with the 
bus; the ability of the Company to obtain suitable back-to-back warranties from its suppliers; the efficiency of the quality processes applied in 
designing and building the buses; the strictness with which warranty claims from customers are vetted; and the extent to which goodwill claims 
are allowed. Judgements on the level of warranty provision that is required are based on the number of buses in service and their remaining 
warranty life, with the key estimation being the likely warranty cost per bus. This is based on historical data, with estimates where necessary 
for new vehicle designs. If the assumption for likely warranty cost per vehicle was adjusted by 10% this would equate to an under or over 
provision of £347,000. 
Impairment reviews
Management performs impairment reviews annually on goodwill, other intangible assets and tangible assets. These involve comparing the 
estimated future cash flows of the business, using a discounted rate, to the carrying value of the Group’s non-current assets. Where the net 
present value of the forecast cash flows exceeds the carrying value, no impairment is required. As required by IFRSs, no assumption is made 
that profits growth can exceed national, market or product averages without justification. 
Clearly, there is an element of judgement required in assessing the potential future benefits to be derived from these assets. When completing 
the impairment review the Directors considered the same factors as outlined for the going concern review; critical judgements are the discount 
rate used and the growth in turnover in the next three years’ business plan by the introduction of new products. 33
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Annual report and accounts 2015
Strategic report Corporate governance Financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2015
1. Business and geographical segments and customer concentration
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Geographical analysis of revenue is as follows:
UK 51,142 52,041
Other European 1,809 1,388
Non-EU 4,811 3,518
Total revenue 57,762 56,947
The Group operates one business segment – the internal design and subsequent sale of single and double deck buses and parts. No separate 
revenues are generated from design activities.
Non-EU revenue relates, in the main, to an overseas bus-builder in South Africa and a distributor in Australia.
During the period two customers accounted for more than 1 1% of revenue. One customer is the aforementioned Australian distributor 
and comprised 6.3% of revenue and the other is a large UK bus rental company that represented 5.2% of revenue (2013/14: 17% comprised 
of one large bus operating group (8.8% of revenue) and one UK city council (8.0% of revenue)). 
2. Exceptional items
Exceptional items are costs and income that are not expected to recur in the normal course of business.
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Onerous contract costs 264 —
Restructuring costs 223 —
Administration 487 — Optare plc
Annual report and accounts 2015 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
3. Loss from operations
Loss from operations has been arrived at after charging/(crediting):
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Net foreign exchange loss/(gains) 9 (13)
Cost of inventories recognised in cost of sales 36,235 36,263
Write down inventories recognised as an expense 236 686
Depreciation: 
– owned assets 834 497
– leased assets 38 28
Loss on disposal of fixed assets 134 —
Amortisation of intangible assets:
– acquired 173 143
– internally generated 495 481
Rental under operating leases 883 901
Staff costs 11,889 11,493
Amounts payable to KPMG LLP and its associates in respect of both audit and non-audit services:
Audit services:
– statutory audit including audit of subsidiary companies 52 44
Non-audit services:
– services relating to tax services – compliance 6 10
58 54
The following table analyses the nature of expenses:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Cost of inventories recognised in cost of sales 36,235 36,263
Staff costs (see note 4) 11,889 11,493
Warranty 1,764 3,339
Logistics partners 1,893 1,980
Premises costs 1,251 1,294
Depreciation, amortisation and impairments (see notes 11 and 12) 1,540 1,149
Write down of inventories recognised as an expense 236 686
Transport costs 625 633
Marketing expenses 595 522
Insurance 381 403
Motor expenses 342 370
Professional fees 231 318
Travel and subsistence 341 274
Training, recruitment and relocation 118 125
Bank charges 104 82
Other expenses 451 1,057
Total cost of sales, distribution, admin and other operating expenses 57,996 59,988 35
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4. Staff costs
The average monthly number of people (including Directors) employed by the Group’s total operations was as follows:
Year ended
31 March 
2015
Number
Year ended
 31 March 
2014
Number
Production 228 239
Head office and administration 170 164
398 403
The aggregate remuneration for the above people comprised:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Wages and salaries 10,424 10,268
Social security costs 982 1,001
Other pension costs 483 224
11,889 11,493
The compensation of the key management personnel on the Steering Committee (note 25) was:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Short-term employee benefits 686 654
Pension and other post-employment costs 69 33
755 687
Details of Directors’ fees and salaries, bonuses, pensions, benefits in kind and other benefit schemes are given in the Directors’ remuneration 
report on pages 18 to 19.
5. Finance costs and income
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Interest on bank overdrafts and loans 583 556
Interest on loans from Ashok Leyland Ltd and related companies 498 441
Interest on obligations under finance leases 23 23
Other interest 29 —
Total borrowing costs 1,133 1,020 Optare plc
Annual report and accounts 2015 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
6. T axation
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Adjustments in respect of prior periods — —
Total current tax — —
Tax attributable to the Company and its subsidiaries — —
Domestic income tax was calculated at 23% for 2013/14 and 21% of the estimated assessable profit for 2014/15. 
The charge for the period can be reconciled to the loss per the income statement as follows:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Loss on ordinary activities before tax (4,765) (4,061)
Tax at the domestic income tax rate (1,001) (934)
Tax effect of expenses that are not deductible in determining taxable profit 162 176
Tax losses not utilised 839 758
Tax credit for the period — —
7. Dividends
The Directors do not propose the payment of a dividend in respect of the current period (2013/14: £nil).
8. Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Loss: 
Loss for the purposes of basic loss per share
(net loss for the period attributable to equity holders of the parent) (4,765) (4,061)
Number Number
Weighted average number of ordinary shares for the purposes of basic earnings per share 2,235,291,827 2,235,291,827
Basic and fully diluted loss per share (0.2)p (0.2)p
Excluding exceptional items
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Net loss for the period attributable to equity holders of the parent (4,765) (4,061)
Adjustment to exclude exceptional costs 487 —
Loss from continuing operations for the purposes of basic earnings per share (4,278) (4,061)
Basic and fully diluted loss per share (0.2)p (0.2)p
There are no dilutive potential ordinary shares in issue.  37
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Annual report and accounts 2015
Strategic report Corporate governance Financial statements
9. Subsidiaries
Name of subsidiary
Place of 
incorporation 
and operation
Proportion 
of ownership 
interest
Proportion 
of voting 
power held Principal activity
Optare UK Ltd UK 100% 100% Supplying kits of passenger vehicles
Optare Group Ltd UK 100% 100% Manufacturer of passenger vehicles
Jamesstan Investments Ltd UK 100% 100% Holding company 
Optare Holdings Ltd UK 100% 100% Holding company 
Optare (Leeds) Ltd UK 100% 100% Dormant 
East Lancashire Busbuilders Ltd UK 100% 100% Dormant 
10. Goodwill
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Cost
Balance at the start of the period 8,700 8,700
At the end of the period 8,700 8,700
Impairment
Balance at the start of the period 126 126
At the end of the period 126 126
Carrying amount at the end of the period 8,574 8,574
Goodwill arose on the 2008 purchase of Jamesstan Investments Ltd. The Directors consider there is only one cash-generating unit (“CGU”). 
The recoverable amount of the CGU has been determined by “value in use” calculations. The calculations used pre-tax cash flow projections 
over the next five years based on current management forecasts to March 2018 and extrapolation for later periods.
The growth assumptions (6% volume increase on sales of single deck vehicles for the first year, plus re-entry into the UK double deck market) 
used in these forecast are the same as those used in the forecasts referred to in the basis of preparation and are based on a combination of market 
trends and new product opportunities. Thereafter they reflect an assumption that sales volumes will increase by the introduction of new products 
for the UK and European markets in 2015/16, 2016/17 and 2017/18 and then flatten off until the introduction of further new products. 
A risk adjustment is then made using a pre-tax discount rate of 6.0% to arrive at the value in use. The discount rate used is based on the weighted 
average cost of capital for both debt and equity of the Company as a starting point.
Sensitivity analyses have been performed which assume that sales for the remainder of 2015 to March 2018 are at a lower level than assumed 
in the base case forecast and that margin improvements may not happen. 
The headroom by the principal CGU and sensitivities thereon, which are shown on a mutually exclusive basis, are shown below:
£’000
Carrying value 20,285
Value in use 25,880
Headroom 5,595
Headroom after decreasing forecast sales by 4.0% 776
Headroom by increasing discount rate by 2.0% to 8.0% 2,561 Optare plc
Annual report and accounts 2015 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
11. Other intangible assets
Vehicle 
related 
intangible 
assets
£’000
Customer 
related 
intangible 
assets
£’000
Total
£’000
At 1 April 2013 9,342 608 9,950
Additions – internally generated 677 — 677
At 31 March 2014 10,019 608 10,627
Additions – internally generated 1,000 — 1,000
Disposals (239) — (239)
At 31 March 2015 10,780 608 11,388
Amortisation
At 1 April 2013 1,353 326 1,679
Charge for the period 571 53 624
At 31 March 2014 1,924 379 2,303
Charge for the year 615 53 668
Disposals (109) — (109)
At 31 March 2015 2,430 432 2,862
Carrying amount
At 31 March 2015 8,350 176 8,526
At 31 March 2014 8,095 229 8,324
At 1 April 2013 7,989 282 8,271
Of the vehicle related intangible assets’ carrying amount at the period end, £7,629,000 (2013/14: £7,055,000) related to internally generated 
assets and £897,000 (2013/14: £1,040,000) related to assets recognised on acquisition.
The vehicle related intangible assets include internally generated new product developments in the period, such as the Solo and Versa EVs, 
and new product designs, such as the MetroCity and MetroCity EVs intended for the London market, the new Tempo destined for the Australian 
market and the MetroDecker. Also included are vehicle designs included in the acquisition of Jamesstan Investments Ltd. 39
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12. Property , plant and equipment
Leasehold 
property 
improvements
£’000 
Production 
tooling
£’000 
Plant, 
machinery 
and motor 
vehicles*
£’000 
Fixtures 
and fittings
£’000 
Total 
£’000 
Cost
At 1 April 2013 1,708 1,553 1,271 365 4,897
Additions (1) 108 360 1 468
At 31 March 2014 1,707 1,661 1,631 366 5,365
Additions 10 58 705 — 773
Disposals (26) (31) (578) (23) (658)
At 31 March 2015 1,691 1,688 1,758 343 5,480
Depreciation and impairments
At 1 April 2013 161 1,056 215 109 1,541
Charge for the period 151 112 260 1 524
At 31 March 2014 312 1,168 475 110 2,065
Charge for the period 188 304 378 2 872
Disposals (27) (31) (574) (23) (655)
At 31 March 2015 473 1,441 279 89 2,282
Net book value 
At 31 March 2015 1,214 247 1,483 254 3,198
At 31 March 2014 1,395 493 1,156 256 3,300
At 1 April 2013 1,547 497 1,056 256 3,356
*  Customer demonstration vehicles that are intended to be used in this capacity for twelve months or more are capitalised at cost as part of our demonstration fleet. 
When no longer required as a sales aid they are transferred to inventory at net book value. Customer demonstration stock is £567,000 (2013/14: £113,000).
The net book value of assets held under finance leases and hire purchase agreements is £263,000 (2013/14: £226,000). 
13. Inventories 
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Raw materials and consumables 2,626 3,467
Work in progress 2,643 5,942
Finished goods 1,572 3,014
Total 6,841 12,423
14. T rade and other receivables 
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Trade receivables 7,366 7,332
Allowance for estimated irrecoverable amounts (335) (174)
Net trade receivables 7,031 7,158
Other receivables and prepayments 408 840
Total 7,439 7,998
Trade receivables past due but not impaired at the period end totalled £817,000 (2013/14: £1,085,000). The Directors consider that the carrying 
amount of trade and other receivables approximates to their fair value. Optare plc
Annual report and accounts 2015 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
14. T rade and other receivables continued
The Group has recognised an allowance for doubtful debt of 100% for parts debtors over 360 days. Allowances against doubtful debts 
are recognised against trade receivables between 30 days and 360 days based on estimated recoverable amounts based on past experience. 
The Group’s credit risk relates primarily to its trade receivables. The debtor days as at 31 March 2015 were 42 days (2013/14: 26 days).
Ageing of past due but not impaired receivables:
Year ended
31 March 
2015
£’000
Year ended
31 March 
2014
£’000 
30–180 days 477 873
90–365 days 340 106
Greater than one year — 106
Total 817 1,085
15. T rade and other payables
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Trade payables 8,499 10,533
Social security and other taxes 1,094 819
Accruals and deferred income 4,354 7,280
13,947 18,632
Creditor days as at 31 March 2015 were 70 days (2013/14: 101 days). The Directors consider that the carrying amount of trade payables 
approximates to their fair value. Of the trade payables outstanding at the period end, £(40,000) (2013/14: £465,000) was denominated 
in foreign currencies, principally in Euros and Indian Rupees.
16. Provisions
Warranty
provision
£’000 
Building 
provisions
£’000 
Other
provisions
£’000
Total
provisions 
£’000
At 1 April 2014 5,188 207 134 5,529
Additional provision 2,526 — — 2,526
Utilisation of provision (3,121) (9) — (3,130)
At 31 March 2015 4,593 198 134 4,925
Under one year provision 1,330 198 134 1,662
Over one year provision 3,263 — — 3,263
At 31 March 2015 4,593 198 134 4,925
The warranty provision represents management’s best estimate of the Group’s liability under warranties granted on passenger vehicles 
manufactured, based on past experience for defective products. Warranty offered to customers is currently between two and five years.
The other provisions relate to the costs of a leased premises that is unused and that expires in 2015. 41
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17. Obligations under finance leases 
Minimum 
lease 
payments
year ended
31 March 
2015
£’000
Present value 
of lease 
payments
year ended
31 March 
2015 
£’000
Minimum 
lease 
payments
year ended
31 March 
2014 
£’000 
Present value 
of lease 
payments
year ended
31 March 
2014
£’000 
Amounts payable under finance leases:
– within one year 72 82 64 62
– within two to five years 98 90 101 93
170 172 165 155
It is the Group’s policy to lease certain equipment under finance leases. Obligations under finance leases are secured on the assets 
to which they relate.
The average rate of interest charged on the finance leases outstanding was 29% in the period (2013/14: 13%).
18. Deferred tax
At the reporting date, the Group has unused tax losses of £57,078,677 (2013/14: £53,019,317) available for offset against future profits. 
A deferred tax asset of £11,986,522 at a tax rate of 21% (2013/14: £11,134,057 at 21%) has not been recognised in respect of these losses 
due to the unpredictability of future profit streams.
19. Share capital 
Ordinary 
shares 
of 1p each
Number
Ordinary 
shares 
of 0.1p each
Number
Deferred 
shares 
of 0.9p each
Number £ 
At 1 April 2014 — 2,235,291,827 752,145,493 9,004,601
Shares issued — — — —
At 31 March 2015 — 2,235,291,827 752,145,493 9,004,601
The Company has two classes of share which carry no right of fixed income.
The premium net of related charges on the issue of shares has been credited to the share premium account.
A summary of the rights which will attach to the deferred shares, which render them effectively worthless, is as follows:
 ■
they will not entitle holders to receive any dividend or other distribution or to receive notice of or speak or vote at general meetings of the Company;
 ■
on a return of assets on a winding up, they will only entitle the holder to the amounts paid up on such shares after the repayment of £10m 
per new ordinary share;
 ■
they will not be freely transferable;
 ■
the creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of the Company 
to cancel the deferred shares or to effect a reduction of capital shall not constitute a modification or abrogation of their rights; and
 ■
the Company shall have the right at any time to purchase all of the deferred shares in issue for an aggregate consideration of £1.00.
The number of authorised ordinary shares is 2,235,291,827. The number of authorised deferred shares is 752,145,493.
20. Retirement benefits
Defined contribution plans
The Group operates defined contribution retirement benefit plans for employees. The assets of the schemes are held separately from those of 
the Group in funds under the control of trustees. Where there are employees who leave the scheme prior to vesting fully in the contributions, 
the contributions payable by the Group are reduced by the amount of forfeited contributions.
The total cost charged to income of £469,000 (2013/14: £224,000) represents contributions payable to these schemes by the Group at rates 
specified in the rules of the schemes. As at 31 March 2015, contributions of £34,000 (2013/14: £34,000) due in respect of the current reporting 
period had not been paid over to the schemes. Optare plc
Annual report and accounts 2015 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
21. Share-based payments 
Equity-settled share option plan
The Group plan provides for a grant price equal to the average quoted market price of the Group shares in the five days prior to the date 
of grant. Options vest immediately on the date of issue; if options remain unexercised after a period of ten years from the date of grant, the 
options expire. Furthermore, options may be forfeited if the employee leaves the Group before the options vest, depending on the circumstances.
2015 2014
Options
 ’000
Weighted
average
exercise 
price
Pence
Options 
’000
Weighted
average 
exercise 
price
Pence
Outstanding at the beginning of the period 2,000 1.84 5,250 2.39
Granted during the period — — — —
Forfeited during the period (1,500) 1.60 (3,250) 2.73
Outstanding at the end of the period 500 2.58 2,000 1.84
Exercisable at the end of the period 500 — 2,000 —
No options were exercised during the period. The options outstanding at 31 March 2015 had an exercise price between 1.0p and 4.15p 
(2013/14: between 1.0p and 4.15p) and a weighted average remaining contractual life of 4.3 years (2013/14: 6.7 years).
On 25 June 2012 128,739,439 warrants were issued to Ashok Leyland Ltd and its associated companies Ashley Holdings Ltd and Ashley 
Investments Ltd. On 10 August 2013 a number of these warrants lapsed. These warrants give Ashok Leyland Ltd and its associated companies 
the right to subscribe for additional shares to maintain their 75.1% shareholding in the event that any non-Ashok Leyland Ltd warrants or share 
options are exercised. At 31 March 2015 23,605,831 warrants were outstanding.
In 2014/15 fair value warrants were issued to Ashok Leyland Ltd companies of £nil (2013/14: £nil).
22. Operating lease arrangements
The Group as a lessee
Commitments under non-cancellable leases for:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Buildings 8,888 8,856
Other 178 326
9,066 9,182
The minimum lease payments under non-cancellable operating lease rentals are in aggregate as follows:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Amounts due within one year 639 860
Amounts due between one and five years 1,933 2,776
Amounts due after more than five years 6,494 5,546
9,066 9,182 43
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23. Net cash from operating activities
Reconciliation of loss from operations to net cash absorbed in operating activities is:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Operating activities:
– loss before tax (4,765) (4,061)
Adjustments for:
– depreciation 872 525
– amortisation of intangible assets 668 624
– net finance expense 1,133 1,020
– loss on disposal of property, plant and equipment 134 5
Operating cash flows before movements in working capital (1,958) (1,887)
Changes in working capital:
– decrease/(increase) in inventories 5,582 (2,085)
– decrease/(increase) in trade and other receivables 559 (278)
– decrease in trade and other payables (4,685) (1,834)
– (decrease)/increase in provisions (604) 1,918
Total increase/(decrease) in working capital 852 (2,279)
Net cash absorbed in operating activities (1,106) (4,166)
24. Post-period end events
The Company extended its bank overdraft facilities in June 2015 for one year.
After careful consideration of the long-term growth plans for Optare plc the Board has taken the decision to delist from AIM. 
Trading in ordinary shares on AIM ended at 7.00am on 2 June 2015.
25. Related party transactions
Key management is considered to be the Board of Directors and members of the Steering Committee (“SC”), which includes 
the Chief Executive Officer and the Chief Finance Officer. The transactions with key management are described in note 4.
Transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated on consolidation.
Ashok Leyland Ltd had loan agreements in place at the period end with an outstanding amount of £9,116,675 including accrued interest. 
The loans are interest bearing at between 4% and 8% above the Bank of England base rate with interest accrued at the period end. 
The loans are unsecured and repayable within two years, but with 30 days’ notice if requested by the lender.
During the period the Group has been charged a £30,000 (2013/14: £30,000) fee by Ashok Leyland Ltd in return for providing a guarantee 
for the Group’s borrowings of £15,000,000 (2013/14: £15,000,000) with Barclays.
The major shareholder, Ashok Leyland Ltd, is providing key employee resource to support the business. The charge was £108,000 in this year’s 
results (2013/14: £103,000). The cost of this expense that remained outstanding at the period end was £303,000 (2013/14: £217,000).
During the year the Company sold a development vehicle to Ashok Leyland Ltd for £221,000.
26. Financial instruments
Year ended
31 March 
2015
£’000
Year ended
31 March 
2014
£’000
Current financial assets
Cash and cash equivalents — —
Trade and other receivables 7,439 6,698
Total 7,439 6,698 Optare plc
Annual report and accounts 2015 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
For the year ended 31 March 2015
26. Financial instruments continued
Financial 
liabilities
at amortised 
cost
year ended
31 March 
2015
£’000
Financial 
liabilities
at amortised 
cost
year ended
31 March 
2014
£’000
Current financial liabilities 
Trade and other payables 13,947 18,632
Bank loans and overdrafts 5,001 4,444
Obligations under finance leases 72 64
Other current financial liabilities 3,999 5,648
23,019 28,788
Non-current financial liabilities
Bank loans 20,100 15,000
Obligations under finance leases 98 101
Total non-current financial liabilities 20,198 15,101
Total 43,217 43,888
Loans and overdrafts
Year ended
31 March 
2015 
£’000
Year ended
31 March 
2014
£’000 
Bank overdrafts 5,001 4,444
Bank loans 15,000 15,000
Short-term loans 9,099 5,648
29,100 25,092
Analysis of borrowings by currency 
Euro – cash balance (126) (73)
US Dollar – cash balance (6) (5)
Sterling – overdraft 6,438 4,931
Sterling – loans 22,795 20,240
Swiss Franc – cash balance (1) (1)
29,100 25,092
The Company had a short-term loan in place at 31 March 2015 with Ashok Leyland Ltd.
The fair value of borrowings is not significantly different to carrying value. The bank loans borrowings are at a floating rate of 2.6% over the 
Bank of England base rate. The bank overdrafts are at a floating rate of 2.6% and 2.35% over the Bank of England base rate. The short-term 
loans from the parent company are at rates of 3.5% and 8% over the Bank of England base rate.
Financial instruments – risk management
The Company is exposed through its operations to one or more of the following financial risks:
 ■
liquidity risk;
 ■
interest rate risk;
 ■
foreign currency risk; and
 ■
credit risk.
Policy for managing these risks is set by the Board following recommendations from the Chief Financial Officer. The policy for each 
of the above risks is described in more detail opposite. 45
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Strategic report Corporate governance Financial statements
26. Financial instruments continued
Financial instruments – risk management continued
Liquidity risk
Liquidity risk arises from the Company’s management of working capital and the finance charges and principal payments on debt financing. 
It is the risk that the Company will have difficulty in meeting its financial obligations as they fall due. The Company currently has sufficient 
liquid resources to meet the liquidity requirements of the business and its future plans. The Board monitors the cash flow forecasts 
on a regular basis through detailed short-term cash flow forecasts over the following three months.
Interest rate risk
Management has a policy to obtain long-term debt at fixed rates and short-term debt at flexible rates. It also benefits from access 
to Ashok Leyland Treasury resources and skills to give strategic guidance.
Although the Board accepts that this policy neither protects the Company entirely from the risk of paying rates in excess of current market rates 
nor eliminates fully cash flow risk associated with interest payments, it considers that it achieves an appropriate balance of exposure to these 
risks. A one percentage point change in interest rates would result in a change in retained profit of approximately £0.6m.
Foreign currency risk
Management’s primary foreign currency risk arises from suppliers who invoice in Euros, US Dollars and Swiss Francs. The Company monitors 
exchange rate movements and considers the utilisation of purchasing currency in advance to manage this risk. The Company’s bulk purchases 
of stock enable management of the overall pricing of materials, and monitoring of exchange rates ensures that the Company makes payments 
against trade payables at an appropriate time to reduce the effect of exchange rate fluctuations. 
Expected foreign currency receipts from export sales are taken into consideration in assessing the net foreign currency exposure.
Credit risk
Credit risk is managed on a Group basis. Optare plc’s credit risk is primarily derived from its trade receivables. This risk is managed daily by 
the Company’s credit control functions, which monitor payment trends and ensure that outstanding debts are identified when these become 
overdue and appropriate action is taken to recover the amounts outstanding.
Optare plc’s customers are also the main major bus operators, which have significant resources and facilities in place to fund their vehicle acquisitions, thus 
limiting Optare plc’s exposure to credit risk. Credit checks are also made for new customers and appropriate credit limits are set from this information. Orders 
for new bus sales are rarely accepted without proof of funding in place. Credit limits may only be exceeded with the express authorisation of the Directors.
Capital
Optare plc’s main objective when managing capital is to protect returns to shareholders by ensuring the Group has sufficient liquidity in the business 
and will trade profitably in the foreseeable future. The Group manages its capital with regard to the risks inherent in the business and the sector within 
which it operates by monitoring its gearing. The Group also aims to maximise its capital structure of debt and equity so as to control its cost of capital.
The Group considers its capital to include share capital, share premium, merger reserve, retained earnings, share-based earnings reserve and net debt. 
At 31 March 2015 the Group had net liabilities of £13.6m, compared to net liabilities of £8.8m at 31 March 2014. The net debt of the Group 
was £29.1m at 31 March 2015 compared to £25.1m at 31 March 2014.
Gearing ratio at the year end is as follows:
2015
£m
2014
£m
Debt 29.1 25.1
Cash and cash equivalents — —
Net debt 29.1 25.1
Capital 15.5 16.3
Net debt to capital ratio 188% 154%
Sensitivity analysis
Whilst Optare plc takes steps to minimise its exposure to cash flow interest rate risk and foreign exchange risk as described above, changes in interest and 
foreign exchange rates may have an impact on profit and cash flow. Optare plc’s foreign exchange risk is dependent on the movement in the Euro, US Dollar 
and Swiss Franc to Sterling exchange rates. Any significant foreign currency denominated assets or liabilities at the period end are translated using exchange 
rates applicable at the time with any exchange rate difference being realised in the income statement. It is estimated that a one percentage point increase/
decrease in interest rates would increase/decrease losses and increase/decrease equity by approximately £242,000.
27. Parent company and ultimate controlling party
The Directors consider Ashok Leyland Ltd to be the Group’s parent undertaking and Amas Holding SA, a company incorporated 
in Luxembourg, to be the Group’s ultimate parent company.  Optare plc
Annual report and accounts 2015 46
COMPANY BALANCE SHEET
At 31 March 2015
Notes 
Year ended
31 March 
2015
£’000
Year ended
31 March 
2014
£’000 
Fixed assets
Investments 28 69,249 63,772
69,249 63,772
Current assets
Debtors due within one year 30 379 561
379 561
Creditors: amounts falling due within one year 32 29,212 24,148
Net current liabilities (28,833) (23,587)
Non-current liabilities 
Bank loans 15,000 15,000
15,000 15,000
Net assets 25,416 25,185
Capital and reserves 
Share capital 33 9,005 9,005
Capital reserves 34 36,832 36,832
Share-based payment reserve 35 42 42
Retained loss 36 (20,463) (20,694)
Total equity 25,416 25,185
The Company’s profit after tax for the period was £230,896 (2013/14: loss £185,515).
The financial statements on pages 46 to 49 were approved by the Board of Directors and authorised for issue on 25 June 2015 and are signed 
on its behalf by:
Enrico Vassallo
Chief Executive Officer
25 June 2015 47
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Strategic report Corporate governance Financial statements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In respect of the Company financial statements
The following accounting policies have been applied consistently in dealing with items which are considered material in relation 
to the Company’s financial statements. 
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards under UK GAAP and under the historical 
cost accounting rules.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not presented 
the profit and loss account of the Company.
Under FRS 1 the Company is exempt from the requirement to prepare a cash flow statement. 
T axation
The charge for taxation is based on the profit for the period and takes into account taxation deferred because of timing differences between 
the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised, without discounting, in respect of all timing 
differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance 
sheet date, except as otherwise required by FRS 19. 
Investments
Investments are carried at historical cost less provision for impairments in carrying value; loans to subsidiaries are treated as part of its net 
investment in subsidiaries. Impairments are calculated by reference to the expected recoverable amount. Optare plc
Annual report and accounts 2015 48
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 March 2015
28. Investments
Details of investments held in the Company accounts are as follows:
Share in 
subsidiary 
undertakings 
£’000
Loans to 
subsidiary 
undertakings
£’000 
Total
 £’000
At 1 April 2014 39,923 39,978 79,901
Addition — 5,477 5,477
At 31 March 2015 39,923 45,455 85,378
Impairment
At 1 April 2014 16,129 — 16,129
Charge for the period — — —
At 31 March 2015 16,129 — 16,129
Carrying amount
At 1 April 2014 23,794 39,978 63,772
At 31 March 2015 23,794 45,455 69,249
Details of the Company’s subsidiaries at 31 March 2015 are shown in note 9.
The Directors have carried out an impairment review of the net investments in subsidiaries, using the same forecasts and assumptions used 
in the impairment review of the goodwill included in note 10 of the consolidated financial statements. Based on this review the Directors 
have concluded that no further impairment is required. 
29. Fixed assets
Fixtures and 
fittings
£’000
Cost
At 1 April 2014 16
Additions —
At 31 March 2015 16
Depreciation
At 1 April 2014 16
Charged during period —
At 31 March 2015 16
Net book value at 31 March 2015 —
Net book value at 31 March 2014 —
30. Debtors due within one year
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Prepayments 379 398
Other debtors — 163
Amounts due from subsidiary undertakings — —
Total 379 561
Other debtors in 2014 refers to a refund of VAT due. 49
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31. Operating lease arrangements
Annual commitments under non-cancellable leases for:
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Buildings – expiring after five years 542 542
32. Creditors: amounts falling due within one year 
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
Overdraft 6,438 4,931
Loans from parent undertaking 9,099 5,649
Trade creditors 142 149
Amounts payable to subsidiary undertakings 13,307 13,307
Social security and other taxes 86 —
Accruals and deferred income 140 112
29,212 24,148
33. Share capital
Details of the Company’s share capital are disclosed in note 19.
34. Capital reserves
Share 
premium
£’000 
Merger 
reserve 
£’000 
Total
£’000 
At 1 April 2014 32,396 4,436 36,832
Issue of ordinary share capital (net of expenses) — — —
At 31 March 2015 32,396 4,436 36,832
35. Share-based payment reserve
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
At the start of the period 42 42
Charge for the period — —
Forfeited during the period — —
At the end of the period 42 42
36. Retained loss
Year ended
31 March 
2015
£’000
Year ended
 31 March 
2014
£’000 
At the start of the period (20,694) (20,508)
Net loss for the period 231 (186)
Share-based forfeited/payment during the period — —
Balance at the end of the period (20,463) (20,694) Optare plc
Annual report and accounts 2015 50
LETTER TO SHAREHOLDERS
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other 
professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Optare plc, 
please hand this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the bank, stockbroker or other 
agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Notice of Annual General Meeting
Optare plc (the “Company”)
(Incorporated and registered in England and Wales  
with registered number 06481690)
Directors:  Registered office: 
John Matthew Fickling (Non-executive Chairman) Unit 3 
Enrico Vassallo (Chief Executive Officer) Hurricane Way South 
Gopal Mahadevan (Non-executive Director) Sherburn in Elmet 
Anuj Kathuria (Non-executive Director) North Yorkshire 
Venkatesan Venkataraman (Non-executive Director) LS25 6PT 
Venkataraman Thyagarajan (Non-executive Director) 
Steven Norris (Non-executive Director)  
 10 August 2015
T o holders of ordinary shares of 0.1p each in the capital of the Company (“Ordinary Shares”)
Dear shareholder
2015 Annual General Meeting of Optare plc (the “Company”)
1. Introduction
I am pleased to be writing to you with details of the Company’s 2015 annual general meeting (“Annual General Meeting”/“AGM”), which we are 
holding at the Company’s registered office, Unit 3, Hurricane Way South, Sherburn in Elmet, North Yorkshire LS25 6PT on 10 September 2015 
at 11.00am. The formal notice of the Annual General Meeting is set out in the accompanying document.
2. Business to be transacted at the AGM
Details of the resolutions that are to be proposed at the Annual General Meeting are set out below.
Ordinary resolution 1 – Reports and accounts 
The Directors of the Company are required under the Companies Act 2006 to lay the audited annual accounts and reports for each financial 
year before the Company in general meeting.
Ordinary resolutions 2–6 – Election and re-election of Directors 
In line with the Company’s Articles of Association, all Directors must retire at the next AGM following their appointment and thereafter at the 
Annual General Meeting held in the third calendar year following the year in which such Director was elected or re-elected. 
As this is the first AGM following his appointment, Steven Norris will retire and be put forward for election.
As this is the third calendar year following the year in which they were last elected or re-elected, the following Directors will retire and be put 
forward for re-election:
(i)  John Fickling;
(ii)  Anuj Kathuria;
(iii)  Gopal Mahadevan; and
(iv)  V enkataraman Thyagarajan. 51
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2015 Annual General Meeting of Optare plc (the “Company”) continued
2. Business to be transacted at the AGM continued
Ordinary resolution 7 – Re-appointment and remuneration of auditor
The auditor of the Company must be re-appointed at each meeting at which the Company’s annual accounts are presented. Resolution 2 
proposes the re-appointment of KPMG LLP. The resolution also follows past practice in giving the Directors authority to determine the 
remuneration to be paid to the auditor.
Special resolution 8 – Authority to allot shares and disapplication of pre-emption rights 
A special resolution is proposed which will allow the Directors of the Company to issue shares or grant options over shares and/or other rights 
to subscribe for, or convert any security into, shares in the Company to Directors or employees (including Non-executive Directors) of the Company 
and its subsidiaries, without first offering them to existing shareholders in proportion to their existing holdings, up to a maximum nominal value 
of £44,706 (44,706,000 shares). This represents approximately 2% of the Company’s issued ordinary share capital as at the date of this letter. 
In addition, this resolution will give the Directors power to allot sufficient shares, or issue sufficient warrants to subscribe for ordinary shares, 
to Ashok Leyland Ltd and its associated companies, to maintain their aggregate holding at 75.1% of the Company’s then-issued ordinary share 
capital (as enlarged by the issue of further shares pursuant to the power and authority conferred by this resolution). 
This means that up to 134,837,000 shares could be issued to Ashok Leyland Ltd and its associated companies if the full amount of 44,706,000 new 
shares were issued to Directors and employees. The Board’s intention is that any shares issued to Ashok Leyland Ltd and its associated companies 
will (to the extent practicable) be at the same issue price as those issued pursuant to this power and authority to Directors and employees. 
This power, if granted, will last until the end of the AGM to be held in 2016 or, if earlier, 10 September 2016.
3. Action to be taken 
You are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting 
on your behalf. You will find enclosed with this document a Form of Proxy for use in connection with the Annual General Meeting. Whether 
or not you propose to attend the Annual General Meeting in person, you are requested to complete and return the Form of Proxy to the 
Company’s registrar, Capita Asset Services, PXS, 34 Beckenham Road, Kent BR3 4TU, as soon as possible and, in any event, so as to 
be received no later than 11.00am on 8 September 2015. Completion and return of a Form of Proxy will not stop you from attending 
the Annual General Meeting and voting in person should you so wish. 
Please note that if you do not give your proxy an indication of how to vote on any resolution, your proxy may vote or abstain from voting 
at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before 
the meeting.
4. Recommendation 
The Directors consider that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders 
as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions, as the Directors intend to do in respect 
of their own beneficial holdings.
Yours faithfully
John Fickling
Non-executive Chairman
10 August 2015
By order of the Board Optare plc
Annual report and accounts 2015 52
NOTICE OF ANNUAL GENERAL MEETING 
Optare plc
Notice is given that the Annual General Meeting of the Company will be held at the Company’s registered office, Unit 3, Hurricane Way South, 
Sherburn in Elmet, North Yorkshire LS25 6PT, on 10 September 2015 at 11.00am for the following purposes:
Ordinary business
To consider and, if thought fit, to pass resolutions in respect of the following matters as ordinary resolutions of the Company:
1.  To receive the annual accounts for the year ended 31 March 2015 together with the reports of the Directors and auditor thereon.
2. To re-elect John Fickling as a Non-executive Director
3. To re-elect Anuj Kathuria as a Non-executive Director
4. To re-elect Gopal Mahadevan as a Non-executive Director
5. To re-elect Venkataraman Thyagarajan as a Non-executive Director
6. To elect Steven Norris as a Non-executive Director 
7.  To re-appoint KPMG LLP as auditor of the Company and to authorise the Directors to determine its remuneration.
Special business
To consider and, if thought fit, to pass the following resolution as a special resolution of the Company:
8.  That the Directors of the Company be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 
(the “Act”) to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any 
security into, shares in the Company, and they be given power pursuant to Sections 570 and 573 of the Act to allot equity securities 
(within the meaning of Section 560 of the Act) for cash as if Section 561 of the Act did not apply to any such allotment, provided that 
such authority and power shall be limited to:
 8.1  the allotment of equity securities to Directors and employees of the Company and its subsidiaries (on and subject to such terms 
and conditions as the Directors may see fit) up to an aggregate nominal amount of £44,706; and
 8.2  the allotment to Ashok Leyland Ltd and its associated companies for cash of such number of equity securities as is necessary to 
maintain the percentage holding of Ashok Leyland Ltd and its associated companies of shares in the issued ordinary share capital 
of the Company at 75.1%, up to an aggregate nominal amount of £134,837,
  and further provided that such authority and power shall expire at the conclusion of the next Annual General Meeting of the Company 
after the passing of this resolution, but the Company may, before such expiry, make an offer or agreement which would or might require 
equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if 
the authority and power conferred by this resolution had not expired.
By order of the Board
Abhijit Mukhopadhyay
Company Secretary
Registered office:
Unit 3
Hurricane Way South
Sherburn in Elmet
North Yorkshire
LS25 6PT
10 August 2015 53
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Notes
1.  The Company specifies that only those holders of ordinary shares of 0.1p each in the capital of the Company registered in the Company’s 
register of members at:
 1.1 6.00pm on 8 September 2015; or
 1.2  if this meeting is adjourned, at 11.00am two working days prior to the adjourned meeting, shall be entitled to attend and vote at the 
meeting in respect of the number of ordinary shares of 0.1p each in the capital of the Company registered in their name at that time. 
Subsequent changes to entries in the register of members shall be disregarded in determining the rights of any person to attend or vote 
at the meeting.
2. Members may appoint a proxy or proxies:
 2.1  by completing and returning a Form of Proxy by post or by hand to the offices of the Company’s registrar, Capita Asset Services, 
in accordance with note 5 below; or
 2.2 in the case of CREST members, through the CREST electronic proxy appointment service.
3.  A Form of Proxy which may be used to make such an appointment and give proxy instructions accompanies this notice of meeting. If you 
do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Capita Asset Services 
on 0871 664 0300 (calls cost 10p per minute plus network extras from within the UK) or from overseas on +44 (0)20 3728 5000 
(in either case lines are open 9.00am to 5.30pm (UK time) Monday to Friday).
4.  A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise 
the rights attached to different shares held by a member. You may not appoint more than one proxy to exercise rights attached to any one 
share. To appoint more than one proxy you may photocopy the Form of Proxy or request additional forms from Capita Asset Services as 
set out in note 3 above. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act 
as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction 
is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
5.  The notes to the Form of Proxy explain how to direct your proxy to vote on each resolution or withhold their vote. To appoint a proxy 
using the Form of Proxy, the form must be: 
 5.1 completed and signed;
 5.2 sent or delivered to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU; and
 5.3  received by Capita Asset Services no later than 11.00am on 8 September 2015 or two working days prior to any adjourned meeting 
or, in the case of a poll, taken more than 48 hours after it is demanded, one working day before the time appointed for the taking 
of the poll. 
  In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an 
officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the Form of Proxy 
is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
6.  The sending of a completed Form of Proxy to the Company’s registrar will not preclude members from attending and voting at the 
meeting, or any adjournment of it, in person, should they so wish.
7.  CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using 
the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST personal members or other CREST 
sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor 
or voting service provider(s) who will be able to take the appropriate action on their behalf.
8.  In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST 
Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited (“EUI”)’s specifications and must 
contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes 
the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be 
transmitted so as to be received by the issuer’s agent (ID RA10) by 11.00am on 8 September 2015. For this purpose, the time of receipt 
will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the 
issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of 
instructions to proxies appointed through CREST should be communicated to the appointee through other means. Optare plc
Annual report and accounts 2015 54
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Optare plc
Notes continued
9.  CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available 
special procedures in CREST for any particular messages.
  Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the 
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting 
service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that 
a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their 
CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical 
limitations of the CREST system and timings.
10.  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated 
Securities Regulations 2001.
11.  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. 
If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from 
voting) as he or she thinks fit in relation to every other matter which is put before the Annual General Meeting.
12.  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the 
most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s 
register of members in respect of the joint holding (the first named being the most senior).
13.  To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time 
for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received 
after the relevant cut-off time will be disregarded.
14.  If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time 
for the receipt of proxies will take precedence.
15.  A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers 
as a member provided that no more than one corporate representative exercises powers over the same share.
16.  Copies of the Directors’ service contracts and letters of appointment of the Non-executive Directors with the Company or any 
of its subsidiary undertakings will be available:
 16.1 for at least 15 minutes prior to the meeting; and
 16.2 during the meeting.
17.  You may not use any electronic address provided either in this notice of Annual General Meeting or any related documents (including 
the Chairman’s letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated. 55
www.optare.com
Annual report and accounts 2015
Strategic report Corporate governance Financial statements
FORM OF PROXY
Optare plc
I/We ....................................................................................................................................................................................................................
of .........................................................................................................................................................................................................................
being a member of the Company, appoint the Chairman of the meeting or
............................................................................................................................................................................................................................
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am 
on 10 September 2015 and at any adjournment of it.
I have indicated with a “X” how I/we wish my/our votes to be cast on the following resolutions, which are referred to in the notice convening 
the meeting (see note 1 below).
Resolutions For Against Withheld
Ordinary resolutions
1.  To receive the annual accounts for the year ended 31 March 2015 together 
with the reports of the Directors and auditor thereon.
2. To re-elect John Fickling as a Non-executive Director.
3. To re-elect Anuj Kathuria as a Non-executive Director.
4. To re-elect Gopal Mahadevan as a Non-executive Director.
5. To re-elect Venkataraman Thyagarajan as a Non-executive Director.
6. To elect Steven Norris as a Non-executive Director.
7.  To re-appoint KPMG LLP as auditor of the Company and to authorise the Directors 
to determine its remuneration.
Special resolution
8. To authorise the Directors to allot shares and disapply statutory pre-emption rights.
Signature ..................................................................................................................................... Date ...............................................................
Please tick here if you are appointing more than one proxy: 
Number of shares proxy appointed over: 
 Optare plc
Annual report and accounts 2015 56
FORM OF PROXY CONTINUED
Optare plc
Notes
1.  Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any 
of their rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert 
the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full 
voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will 
be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated 
account for a shareholder, the full voting entitlement for that designated account).
2.  To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation 
to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also 
indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the 
same envelope.
3.  The “Vote Withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “Vote 
Withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes “For” and “Against” a resolution.
4.  Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to 
the register of members of the Company at 6.00pm on 8 September 2015. Changes to entries on the register of members after that time 
shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5.  The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the 
meeting in person, your proxy appointment will automatically be terminated.
6.  The Form of Proxy must arrive at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU during usual business hours 
accompanied by any power of attorney under which it is executed (if applicable) no later than 1 1.00am on 8 September 2015.
7.  If you prefer, you may return this Form of Proxy to the registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 
34 Beckenham Road, Beckenham BR3 4TU.
8.  Please indicate with a cross in the appropriate box how you wish the proxy to vote. In the absence of any indication, the proxy will exercise 
his/her discretion as to whether and how he/she votes. www.optare.com
Annual report and accounts 2015
ADVISERS
Registered office
Unit 3
Hurricane Way South 
Sherburn in Elmet
North Y or kshire LS25 6PT
Company secretary
Abhijit Mukhopadhyay
Nominated adviser and broker
Cenkos Securities plc
6.7.8. T okenhouse Yard 
London EC2R 7AS
Solicitors to the Company
Pinsent Masons
1 Park Row 
Leeds LS1 5AB
Auditor
KPMG LLP
1 The Embankment
Neville Street
Leeds LS1 4DW
Registrar
Capita Asset Services
The Registry
34 Beckenham Road 
Beckenham
Kent BR3 4TU
  Optare plc
Unit 3 
Hurricane Way South 
Sherburn in Elmet 
North Yorkshire LS25 6PT
T el: +44 (0) 8434 873 200 
Fax:  +44 (0) 8434 873 201 
Email: info@optare.com
Optare plc Annual report and accounts 2015
www.optare.com