Company Registration No. SC371345 (Scotland)
DIESELEC HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
DIESELEC HOLDINGS LIMITED
COMPANY INFORMATION
Directors
A C R Kirk
(Appointed 1 November 2023)
J W Rudman
(Appointed 1 November 2023)
D Taylor
(Appointed 1 November 2023)
I J Trevor
(Appointed 1 November 2023)
O J Hall
(Appointed 1 November 2023)
Secretary
D Billing
Company number
SC371345
Registered office
Cadder House
160 Clober Road
Milngavie
Glasgow
United Kingdom
G62 7LW
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
United Kingdom
G2 2ND
DIESELEC HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 34
DIESELEC HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The directors present the strategic report for the year ended 30 June 2023.

Fair review of the business

The principal activity of the company is the sale, installation, commissioning and maintenance of emergency standby, gas to power generators and CHP.

The ordinary share capital of the company was acquired by Flogas Britain Limited on 1 November 2023. Flogas Britain Limited is a wholly owned subsidiary of DCC plc.

 

Our goal is to grow a sustainable business that is focused on meeting the needs of our customers and employees and we continued to make progress on this during the year - supporting our customers to transition to cleaner energy solutions whilst focusing on health and safety and the wellbeing of our people.

We are seeing strong demand for our sustainable energy products as customers seek solutions to the increased cost of energy whilst reducing their carbon footprint. The war in Ukraine further exacerbated volatility in the energy sector and supply chain. This uncertainty in the energy markets has driven further significant demand for our innovative new gas powered generators which provide energy security and use gas as a transitional fuel to reduce exhaust emissions, carbon footprint and cost.

Financially, this has been a much-improved financial performance, and the business has reported record figures.

Principal risks and uncertainties

Credit Risk - The Group has a robust procedure to assess the credit risk applicable to customers, both new and ongoing;

 

Delivery Risk - works are managed and controlled through the Group's operating framework with due regard to all Health and Safety requirements;

 

Supply Chain risk - there is a risk of disruption to supply of imports of products and materials, cost, inflation and delivery delays. This is controlled through the diversification of suppliers to ensure supply is met, costs are minimised and alternatives are available; and

 

Liquidity risk - this reflects the risk that the Group will have insufficient reserves to meet its financial liabilities as they fall due. The Board ensures adequate funds are available to finance the business.

Key performance indicators

The Group's key performance indicators are turnover, profit for the year, cashflow and health and safety performance.

 

 

 

 

2023

2022

Turnover

£'million

 

30.9

18.0

Profit /(loss) for the year

£'million

 

1.6

(0.4)

Net cash inflow

£'million

 

2.3

1.0

Lost time accidents

No.

 

1

1

 

Future Developments

It is an exciting time for our business as we introduce new products to support our customers on their transition to net zero. Following the acquisition of the business by Flogas Britain Limited, we expect to see a significant increase in sales of our gas generators as well as helping our customers to switch away from diesel to Hydrotreated Vegetable Oil (HVO).

DIESELEC HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -

On behalf of the board

O J Hall
Director
15 February 2024
DIESELEC HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2023.

Principal activities

The principal activity of the Group is the sale, installation, commissioning and maintenance of emergency standby and gas to power generators.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £200,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

B Aitken
(Resigned 1 November 2023)
I A J Buchan
(Resigned 1 November 2023)
J M Pirrie
(Resigned 1 November 2023)
A C R Kirk
(Appointed 1 November 2023)
J W Rudman
(Appointed 1 November 2023)
D Taylor
(Appointed 1 November 2023)
I J Trevor
(Appointed 1 November 2023)
J S Pirrie
(Resigned 1 November 2023)
P Moore
(Resigned 1 November 2023)
B Muirie
(Resigned 1 November 2023)
O J Hall
(Appointed 1 November 2023)
Post reporting date events

On 1 November 2023, the share capital in Dieselec Holdings Limited was acquired by Flogas Britain Limited, a wholly owned subsidiary of DCC plc.  Immediately prior to the transaction, the loan notes and preference shares in Dieselec Holdings Limited were repaid in full.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

DIESELEC HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
Going concern

In assessing the prospects of the business for the purposes of going concern, the directors have considered cashflow forecasts prepared by management to 30 June 2026 and demonstrates the Group to be cash generative. The forecasts include a base case, based on current order book and pipeline, as well as inflationary increases in costs. The directors acknowledge that the projections are inherently uncertain, however, they expect to be able to meet the financial obligations of the Dieselec Holdings Group as they fall due,

 

As disclosed in note 26, the group was acquired by Flogas Britain Limited after the balance sheet date. The directors consider the change in ultimate controlling entity of the company as one that will provide the Dieselec Holdings Group with opportunities to grow the business customer list and service offerings. The directors expect the Dieselec Holdings Group to continue managing its working capital requirements independently of the wider Flogas and DCC group treasury management procedures.

 

As a result the directors conclude that is it appropriate for the financial statements to be prepared on a going concern basis.

On behalf of the board
O J Hall
Director
15 February 2024
DIESELEC HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Dieselec Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit is considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 8 -

Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 9 -

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
16 February 2024
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
United Kingdom
G2 2ND
DIESELEC HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
30,855,489
17,966,327
Cost of sales
(23,075,608)
(13,842,205)
Gross profit
7,779,881
4,124,122
Administrative expenses
(5,760,587)
(4,717,681)
Other operating income
16,983
12,623
Operating profit/(loss)
4
2,036,277
(580,936)
Interest receivable and similar income
7
23,797
595
Interest payable and similar expenses
8
(198,240)
(198,881)
Profit/(loss) before taxation
1,861,834
(779,222)
Tax on profit/(loss)
9
(233,595)
354,190
Profit/(loss) for the financial year
24
1,628,239
(425,032)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
DIESELEC HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
2023
2022
£
£
Profit/(loss) for the year
1,628,239
(425,032)
Other comprehensive income
-
-
Total comprehensive income for the year
1,628,239
(425,032)
Total comprehensive income for the year is all attributable to the owners of the parent company.
DIESELEC HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
182,511
331,334
Tangible assets
12
757,871
647,593
940,382
978,927
Current assets
Stocks
15
3,649,752
2,440,111
Debtors
16
7,931,721
5,107,682
Cash at bank and in hand
4,984,630
2,653,413
16,566,103
10,201,206
Creditors: amounts falling due within one year
17
(13,587,606)
(8,831,633)
Net current assets
2,978,497
1,369,573
Total assets less current liabilities
3,918,879
2,348,500
Creditors: amounts falling due after more than one year
18
(966,444)
(968,161)
Provisions for liabilities
Deferred tax liability
21
149,557
-
0
(149,557)
-
Net assets
2,802,878
1,380,339
Capital and reserves
Called up share capital
23
106,798
112,498
Capital redemption reserve
24
5,700
-
0
Profit and loss reserves
24
2,690,380
1,267,841
Total equity
2,802,878
1,380,339
The financial statements were approved by the board of directors and authorised for issue on
15 February 2024
15 February 2024
and are signed on its behalf by:
O J Hall
Director
DIESELEC HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
7,813,555
7,813,555
Current assets
Debtors
16
156,752
6,433
Cash at bank and in hand
278,391
43,850
435,143
50,283
Creditors: amounts falling due within one year
17
(7,106,512)
(6,785,878)
Net current liabilities
(6,671,369)
(6,735,595)
Total assets less current liabilities
1,142,186
1,077,960
Creditors: amounts falling due after more than one year
18
(944,571)
(944,571)
Net assets
197,615
133,389
Capital and reserves
Called up share capital
23
106,798
112,498
Capital redemption reserve
24
5,700
-
0
Profit and loss reserves
24
85,117
20,891
Total equity
197,615
133,389

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £269,926 (2022 - £153,201 profit).

The financial statements were approved by the board of directors and authorised for issue on
15 February 2024
15 February 2024
and are signed on its behalf by:
O J Hall
Director
Company Registration No. SC371345
DIESELEC HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2021
112,498
-
0
1,992,873
2,105,371
Year ended 30 June 2022:
Loss and total comprehensive income for the year
-
-
(425,032)
(425,032)
Dividends
10
-
-
(300,000)
(300,000)
Balance at 30 June 2022
112,498
-
0
1,267,841
1,380,339
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
1,628,239
1,628,239
Dividends
10
-
-
(200,000)
(200,000)
Purchase of own shares
(5,700)
5,700
(5,700)
(5,700)
Balance at 30 June 2023
106,798
5,700
2,690,380
2,802,878
DIESELEC HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2021
112,498
-
0
167,690
280,188
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
-
153,201
153,201
Dividends
10
-
-
(300,000)
(300,000)
Balance at 30 June 2022
112,498
-
0
20,891
133,389
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
269,926
269,926
Dividends
10
-
-
(200,000)
(200,000)
Purchase of own shares
(5,700)
5,700
(5,700)
(5,700)
Balance at 30 June 2023
106,798
5,700
85,117
197,615
DIESELEC HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
3,392,610
1,121,850
Interest paid
(198,240)
(198,881)
Income taxes paid
(7,782)
(112,525)
Net cash inflow from operating activities
3,186,588
810,444
Investing activities
Purchase of business
(400,000)
(5,271,510)
Purchase of tangible fixed assets
(350,975)
(218,982)
Proceeds on disposal of tangible fixed assets
98,793
10,500
Purchase of subsidiaries
-
5,996,919
Interest received
23,797
595
Net cash (used in)/generated from investing activities
(628,385)
517,522
Financing activities
Payment of finance leases obligations
(26,986)
(23,143)
Dividends paid to equity shareholders
(200,000)
(300,000)
Net cash used in financing activities
(226,986)
(323,143)
Net increase in cash and cash equivalents
2,331,217
1,004,823
Cash and cash equivalents at beginning of year
2,653,413
1,648,590
Cash and cash equivalents at end of year
4,984,630
2,653,413
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 17 -
1
Accounting policies
Company information

Dieselec Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Cadder House, 160 Clober Road, Milngavie, Glasgow, United Kingdom, G62 7LW.

 

The group consists of Dieselec Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements (where applicable):

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Dieselec Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 June 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group and to incorporate trading activity for non co-terminous year ends.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

In assessing the prospects of the business for the purposes of going concern, the directors have considered cashflow forecasts prepared by management to 30 June 2026 and demonstrates the Group to be cash generative. The forecasts include a base case, based on current order book and pipeline, as well as inflationary increases in costs. The directors acknowledge that the projections are inherently uncertain, however, they expect to be able to meet the financial obligations of the Dieselec Holdings Group as they fall due.

 

As disclosed in note 26, the group was acquired by Flogas Britain Limited after the balance sheet date. The directors consider the change in ultimate controlling entity of the company as one that will provide the Dieselec Holdings Group with opportunities to grow the business customer list and service offerings. The directors expect the Dieselec Holdings Group to continue managing its working capital requirements independently of the wider Flogas and DCC group treasury management procedures.

 

As a result the directors conclude that is it appropriate for the financial statements to be prepared on a going concern basis.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 19 -
1.5
Turnover

Revenue is attributable to one continuing activity, the sale, installation, commissioning and maintenance of generators.

 

Revenue is recognised when there is an arrangement, primarily in the form of a contract or purchase order, with the customer, a fixed or determinable sales price is established with the customer, performance requirements are achieved, and it is probable that economic benefits associated with the transaction will flow to the Group.

 

Revenue is recognised as performance requirements are achieved in accordance with the following:

- Revenue from sales of equipment is recognised at the time title to the equipment and significant risks and rewards of ownership passes to the customer. This is generally at the time of shipment of the product to the customer.

 

- Revenue from product support includes sales of parts and servicing of equipment. For sales of parts, revenue is recognised when the part is shipped to the customer or when the part is installed in the customer's equipment. For servicing of equipment, revenue is recognised as the work is performed.

 

- Revenue is recognised on bill and hold arrangements when the buyer takes title, provided:

- it is probable that delivery will be made;

- the item is on hand, identified and ready for delivery to the buyer at the time the sale is recognised;

- the buyer specifically acknowledges the deferred delivery instructions; and

- the usual payment terms apply.

 

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

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 - 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values evenly over their useful lives on the following bases:

Leasehold improvements
6.67% to 33.33% per annum
Plant and machinery
10% to 20% per annum
Office equipment
25% per annum
Motor vehicles
25% per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 20 -
1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Stocks

Stock is stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:

 

 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 22 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases and hire purchase

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

 

The interest elements of the rental obligations are charged in the profit and loss account over the periods of the leases and hire purchase contracts. The capital elements of future obligations are included as liabilities in the balance sheet.

 

Rentals paid under operating leases are charged in the statement of income and retained earnings on a straight line basis over the lease term.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 23 -
1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.19

Preference Shares

Preference shares are classified as debt based on the term and repayment requirements and dividends are treated as interest.

1.20

Other operating income

Payments under the UK Government's Coronavirus Job Retention Scheme are a form of grant. This grant money is receivable as compensation for expenses already incurred and has been recognised based on the accrual model. It is recognised in other operating income in the period in which it becomes receivable and the related expense is incurred.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Group - Goodwill impairment - carrying value of goodwill - £182,511 (2022 - £331,334)

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the group to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The directors have concluded that the carrying value of goodwill is supportable at the year end.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
UK & Europe
30,582,118
17,643,972
Rest of World
273,371
322,355
30,855,489
17,966,327
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
Turnover and other revenue
(Continued)
- 24 -
2023
2022
£
£
Other operating income
Grants received
2,375
3,000
Grants received  - Coronavirus Job Retention Scheme
-
2,131
Insurance
14,608
7,492
16,983
12,623

The turnover of the Group is attributable to one continuing activity, the sale, installation, commissioning and maintenance of power generators.

4
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
10,680
2,221
Government grants
(2,375)
(5,131)
Depreciation of owned tangible fixed assets
197,976
139,269
Depreciation of tangible fixed assets held under finance leases
22,713
25,861
Profit on disposal of tangible fixed assets
(43,498)
(10,103)
Amortisation of intangible assets
148,823
105,841
Operating lease charges
647,567
474,086
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,500
3,500
Audit of the financial statements of the company's subsidiaries
36,500
23,500
40,000
27,000
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
2
5
-
-
Sales
12
11
-
-
Operations
76
66
-
-
Administration
8
10
-
-
Total
98
92
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,741,474
4,150,171
-
0
-
0
Social security costs
491,664
398,107
-
-
Pension costs
140,015
105,803
-
0
-
0
5,373,153
4,654,081
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
17,710
595
Other interest income
6,087
-
Total income
23,797
595
8
Interest payable and similar expenses
2023
2022
£
£
10% preference shares
94,457
94,457
Loan note interest
89,990
89,957
Interest on finance leases and hire purchase contracts
2,567
1,982
Other interest
11,226
12,485
Total finance costs
198,240
198,881
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 26 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
184,495
1,441
Adjustments in respect of prior periods
(205,895)
(164,895)
Total current tax
(21,400)
(163,454)
Deferred tax
Origination and reversal of timing differences
(14,036)
(190,736)
Adjustment in respect of prior periods
269,031
-
0
Total deferred tax
254,995
(190,736)
Total tax charge/(credit)
233,595
(354,190)

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit/(loss) before taxation
1,861,834
(779,222)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 20.50% (2022: 19.00%)
381,676
(148,052)
Tax effect of expenses that are not deductible in determining taxable profit
53,624
48,132
Unutilised tax losses carried forward
2,686
48,327
Change in unrecognised deferred tax assets
-
0
19,586
Adjustments in respect of prior years
(201,445)
(90,580)
Effect of change in corporation tax rate
-
(59,316)
Group relief
(1,244)
-
0
Research and development tax credit
(178,379)
(95,295)
Other permanent differences
(20,828)
384
Deferred tax adjustments in respect of prior years
220,159
-
0
Fixed asset differences
4,212
(3,061)
Adjustment in respect of prior period - R&D
(26,866)
(74,315)
Taxation charge/(credit)
233,595
(354,190)
10
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
200,000
300,000
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
10
Dividends
(Continued)
- 27 -

Final dividends on ordinary shares of £1.873 (2022 - £2.809) were paid per 'A' and 'B' ordinary share.

 

Preference dividends of £94,457 (2022 - £94,457) were declared during the year with £31,313 outstanding at the year end (2022 - £31,313). Preference dividends are included within interest payable and similar charges.

11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2022 and 30 June 2023
1,395,944
Amortisation and impairment
At 1 July 2022
1,064,610
Amortisation charged for the year
148,823
At 30 June 2023
1,213,433
Carrying amount
At 30 June 2023
182,511
At 30 June 2022
331,334
The company had no intangible fixed assets at 30 June 2023 or 30 June 2022.

 

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 28 -
12
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Office equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 July 2022
379,581
836,290
236,427
161,051
1,613,349
Additions
12,711
301,808
13,376
58,367
386,262
Disposals
-
0
(101,873)
33
(11,084)
(112,924)
At 30 June 2023
392,292
1,036,225
249,836
208,334
1,886,687
Depreciation and impairment
At 1 July 2022
265,538
417,814
171,400
111,004
965,756
Depreciation charged in the year
30,967
124,998
34,420
30,304
220,689
Eliminated in respect of disposals
-
0
(46,545)
-
0
(11,084)
(57,629)
At 30 June 2023
296,505
496,267
205,820
130,224
1,128,816
Carrying amount
At 30 June 2023
95,787
539,958
44,016
78,110
757,871
At 30 June 2022
114,043
418,476
65,027
50,047
647,593
The company had no tangible fixed assets at 30 June 2023 or 30 June 2022.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and machinery
55,824
72,656
-
0
-
0
Motor vehicles
29,406
6,502
-
0
-
0
85,230
79,158
-
-
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
7,813,555
7,813,555
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
13
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2022 and 30 June 2023
7,813,555
Carrying amount
At 30 June 2023
7,813,555
At 30 June 2022
7,813,555
14
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Dieselec Thistle Generators Limited
1
Sales, installation & maintenance of generators
Ordinary shares
100.00
-
DTGen South (Holdings) Limited (Previously Power Electric Generators (Holdings) Limited
2
Intermediate Holding company
Ordinary shares
100.00
-
DTGen South (Previously Power Electrics Generators Limited)
2
Sale and installation of generators
Ordinary shares
-
100.00
Thistle Generators Limited
1
Dormant company
Ordinary shares
-
100.00
Dieselec Generators Limited
1
Dormant company
Ordinary shares
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Cadder House, 160 Clober Road, Milngavie, Glasgow, G62 7LW
2
81 Rayns Way, Syston, Leicester, LE7 1PF
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Consumables and goods for resale
1,087,747
1,067,552
-
-
Work in progress
2,562,005
1,372,559
-
-
3,649,752
2,440,111
-
-
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 30 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,809,522
2,790,447
-
0
-
0
Corporation tax recoverable
298,334
272,288
-
0
-
0
Amounts owed by group undertakings
-
-
100,000
-
Other debtors
464,702
116,729
52,029
6,433
Prepayments and accrued income
2,359,163
1,822,780
4,723
-
0
7,931,721
5,002,244
156,752
6,433
Deferred tax asset (note 21)
-
0
105,438
-
0
-
0
7,931,721
5,107,682
156,752
6,433
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
20
30,420
20,402
-
0
-
0
Other borrowings
19
899,571
899,571
899,571
899,571
Trade creditors
4,777,185
4,017,963
100,299
54,933
Amounts owed to group undertakings
-
0
-
0
6,014,240
5,370,240
Corporation tax payable
8,932
12,068
8,932
-
0
Other taxation and social security
154,136
379,052
8,096
-
Other creditors
62,482
656,964
-
0
400,000
Accruals and deferred income
7,654,880
2,845,613
75,374
61,134
13,587,606
8,831,633
7,106,512
6,785,878

The prior year included a deferred consideration within other creditors of £400,000 for the purchase of DTGen South (Holdings) Limited (previously known as Power Electrics (Generators) Holdings Limited).

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
20
21,873
23,590
-
0
-
0
Other borrowings
19
944,571
944,571
944,571
944,571
966,444
968,161
944,571
944,571
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
18
Creditors: amounts falling due after more than one year
(Continued)
- 31 -

The cumulative redeemable preference shares, being 944,571 in issue with a nominal value of £1 each, are convertible at the option of the company or the holder on or after 10 September 2020 with the amount payable being equal to the amount paid up on each share. The preference shares carry a dividend of 10% per annum, payable half yearly in arrears on 10 September and 10 March. We have obtained confirmation in writing from the shareholder that the shares will not be convertible within 12 months of signing these financial statements. Therefore, it is appropriate to classify as due in greater than one year.

19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Liability component of preference shares
944,571
944,571
944,571
944,571
Loan notes
899,571
899,571
899,571
899,571
1,844,142
1,844,142
1,844,142
1,844,142
Payable within one year
899,571
899,571
899,571
899,571
Payable after one year
944,571
944,571
944,571
944,571

The Group and company have issued loan notes of £899,571 from Nevis Capital LLP bearing an interest rate of 10%. The loan notes are secured by a floating charge. The loan notes have been repaid post year end.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
30,420
20,402
-
0
-
0
In two to five years
21,873
23,590
-
0
-
0
52,293
43,992
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 32 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
153,631
-
-
(116,742)
Tax losses
(4,074)
-
-
220,160
Retirement benefit obligations
-
-
-
2,020
149,557
-
-
105,438
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 July 2022
(105,438)
-
Charge to profit or loss
254,995
-
Liability at 30 June 2023
149,557
-
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
140,015
105,803

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in independently administered funds.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' ordinary shares of £1 each
50,879
50,879
50,879
50,879
'B' ordinary shares of £1 each
55,919
55,919
55,919
55,919
'D' shares of £1 each
-
5,700
-
5,700
106,798
112,498
106,798
112,498
DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
23
Share capital
(Continued)
- 33 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
10% redeemable preference shares of £1 each
944,571
944,571
944,571
944,571
Preference shares classified as liabilities
944,571
944,571

'A' and 'B' ordinary shares hold voting rights, and rights to receive dividends and return on capital.

 

'D' shares do not hold voting rights or rights to receive dividends unless otherwise resolved by shareholder majority consent. 'D' shares hold no right to return on capital on liquidation or capital reduction but do hold a right to return on capital on disposal.

On 2 March 2023 the company purchased 5,700 of its own D Shares for £1.

24
Reserves
Profit and loss reserves

Profit and loss reserves represent cumulative profits and losses, net of dividends and other adjustments.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
286,689
171,896
-
-
Between two and five years
551,641
429,740
-
-
In over five years
495,955
-
-
-
1,334,285
601,636
-
-
26
Events after the reporting date

On 1 November 2023, the share capital of Dieselec Holdings Limited, was acquired by Flogas Britain Limited, a wholly owned subsidiary of DCC plc.  Immediately prior to the transaction, the loan notes of £899,571 and preference shares of £944,571 in Dieselec Holdings Limited were repaid in full.

27
Related party transactions
Remuneration of key management personnel

All directors and senior management who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total remuneration in respect of these individuals is £381,264 (2022 - £522,059).

DIESELEC HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
27
Related party transactions
(Continued)
- 34 -
Other information

The trading balance due at 30 June 2023 to Nevis Capital LLP, a related party as a shareholder in Dieselec Holdings Limited, was £17,088 (2022 - £30,932). The trading transactions during the year amounted to £162,772 (2022 - £245,158). Nevis Capital LLP have issued loan notes of £899,571 to Dieselec Holdings Limited, this amount remains due to Nevis Capital LLP at 30 June 2023 (2022 - £899,571).

 

Mr Moore's immediate family own 944,571 preference shares of £1 each in the company. A dividend of £94,457 (2022 - £94,457) was declared during the year with £31,313 (2022 - £31,313) outstanding at the year end.

28
Cash generated from group operations
2023
2022
£
£
Profit/(loss) for the year after tax
1,628,239
(425,032)
Adjustments for:
Taxation charged/(credited)
233,595
(354,190)
Finance costs
198,240
198,881
Investment income
(23,797)
(595)
Gain on disposal of tangible fixed assets
(43,498)
(10,103)
Amortisation and impairment of intangible assets
148,823
105,841
Depreciation and impairment of tangible fixed assets
220,689
165,130
Movements in working capital:
(Increase)/decrease in stocks
(1,209,641)
410,456
(Increase)/decrease in debtors
(2,909,131)
3,840,109
Increase/(decrease) in creditors
5,149,091
(2,808,647)
Cash generated from operations
3,392,610
1,121,850
29
Analysis of changes in net funds - group
1 July 2022
Cash flows
New finance leases
30 June 2023
£
£
£
£
Cash at bank and in hand
2,653,413
2,331,217
-
4,984,630
Liability component of preference shares
(944,571)
-
-
(944,571)
Other loans
(899,571)
-
-
(899,571)
Obligations under finance leases
(43,992)
27,331
(35,632)
(52,293)
(236,732)
1,027,966
(25,955)
765,279
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