REGISTERED NUMBER: SC383785 (Scotland) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
FOR |
D NESS LIMITED |
REGISTERED NUMBER: SC383785 (Scotland) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
FOR |
D NESS LIMITED |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 4 |
Consolidated Income Statement | 7 |
Consolidated Other Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
D NESS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
145 St. Vincent Street |
Glasgow |
G2 5JF |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
The director presents his strategic report of the company and the group for the year ended 31 October 2023. |
REVIEW OF BUSINESS |
The director is satisfied with the overall performance. During a year of subdued market conditions, turnover and profit has decreased.There is a decrease in the capital reserve position. The director anticipates an increase in turnover and profitability during the incoming year. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The director has established risk management systems to effectively manage the risks to which the company is exposed. |
The key risk facing the business is market risk whereby a downturn in markets could reduce future revenue levels. The company actively monitors their mitigation measures against such risks and respond accordingly. |
ON BEHALF OF THE BOARD: |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 31 October 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of financial planners. |
DIVIDENDS |
An interim dividend of 1.68 per share was paid on 31 October 2023. The director recommends that no final dividend be paid. |
The total distribution of dividends for the year ended 31 October 2023 will be £ 259,000 . |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, McLay, McAlister & McGibbon LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
D NESS LIMITED |
Opinion |
We have audited the financial statements of D Ness Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
D NESS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
-the nature of the industry sector, control environment and business performance; |
-results of our enquiries of management about their own assessment of risks and irregularities; |
-any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
-matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators. |
We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation.We assessed the extent of compliance with these as part of our procedures on the related financial statement items. In addition we considered the provisions of other laws and regulations that do not have an effect on the financial statements but compliance with which may be fundamental to the company's ability to operate.These included Financial Conduct Authority and employment laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings. These limited procedures did not identify actual or suspected non-compliance. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
D NESS LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
145 St. Vincent Street |
Glasgow |
G2 5JF |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
31.10.23 | 31.10.22 |
Notes | £ | £ | £ | £ |
TURNOVER | 7,741,595 | 7,882,063 |
Cost of sales | 3,501,588 | 3,174,541 |
GROSS PROFIT | 4,240,007 | 4,707,522 |
Administrative expenses | 3,952,683 | 3,630,369 |
287,324 | 1,077,153 |
Other operating income | - | 38,433 |
GROUP OPERATING PROFIT | 4 | 287,324 | 1,115,586 |
Share of operating profit/(loss) in |
Joint ventures | 3,025 | (6,096 | ) |
Income from fixed asset investments | 103,747 | 101,007 |
Interest receivable and similar income | 47,441 | 15,445 |
151,188 | 116,452 |
441,537 | 1,225,942 |
Gain/loss on revaluation of investments | (335,627 | ) | (3,057,807 | ) |
105,910 | (1,831,865 | ) |
Interest payable and similar expenses | 5 | 199,007 | 149,559 |
LOSS BEFORE TAXATION | (93,097 | ) | (1,981,424 | ) |
Tax on loss | 6 | 238,651 | (242,611 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (280,587 | ) | (1,523,665 | ) |
Non-controlling interests | (51,161 | ) | (215,148 | ) |
(331,748 | ) | (1,738,813 | ) |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
31.10.23 | 31.10.22 |
Notes | £ | £ |
LOSS FOR THE YEAR | (331,748 | ) | (1,738,813 | ) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(331,748 |
) |
Prior year adjustment | (152,897 | ) |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(1,891,710 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (280,587 | ) | (1,676,562 | ) |
Non-controlling interests | (51,161 | ) | (215,148 | ) |
(331,748 | ) | (1,891,710 | ) |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONSOLIDATED BALANCE SHEET |
31 OCTOBER 2023 |
31.10.23 | 31.10.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 3,323,821 | 3,862,092 |
Tangible assets | 10 | 2,141,996 | 2,137,949 |
Investments | 11 |
Interest in joint venture |
Share of gross assets | 10,338 | 7,551 |
Share of gross liabilities | (10,338 | ) | (6,150 | ) |
- | 1,401 |
Other investments | 1,898,281 | 2,200,438 |
7,364,098 | 8,201,880 |
CURRENT ASSETS |
Debtors | 12 | 1,299,086 | 1,437,323 |
Investments | 13 | 902,594 | 933,114 |
Cash at bank | 820,733 | 1,274,772 |
3,022,413 | 3,645,209 |
CREDITORS |
Amounts falling due within one year | 14 | 1,220,818 | 1,898,925 |
NET CURRENT ASSETS | 1,801,595 | 1,746,284 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
9,165,693 |
9,948,164 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(1,907,349 |
) |
(2,083,995 |
) |
PROVISIONS FOR LIABILITIES | 19 | (502,132 | ) | (449,276 | ) |
NET ASSETS | 6,756,212 | 7,414,893 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 154,125 | 154,125 |
Retained earnings | 21 | 5,572,945 | 6,112,532 |
SHAREHOLDERS' FUNDS | 5,727,070 | 6,266,657 |
NON-CONTROLLING INTERESTS | 1,029,142 | 1,148,236 |
TOTAL EQUITY | 6,756,212 | 7,414,893 |
The financial statements were approved by the director and authorised for issue on 31 July 2024 and were signed by: |
A G Robertson - Director |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
COMPANY BALANCE SHEET |
31 OCTOBER 2023 |
31.10.23 | 31.10.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Investments | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit/(loss) for the financial year | 64,904 | (172,225 | ) |
The financial statements were approved by the director and authorised for issue on |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
Called up |
share | Retained | Non-controlling | Total |
capital | earnings | Total | interests | equity |
£ | £ | £ | £ | £ |
Balance at 1 November 2021 | 154,125 | 8,014,594 | 8,168,719 | 1,542,799 | 9,711,518 |
Prior year adjustment | - | (152,897 | ) | (152,897 | ) | - | (152,897 | ) |
As restated | 154,125 | 7,861,697 | 8,015,822 | 1,542,799 | 9,558,621 |
Changes in equity |
Dividends | - | (225,500 | ) | (225,500 | ) | (113,223 | ) | (338,723 | ) |
Total comprehensive income | - | (1,523,665 | ) | (1,523,665 | ) | (215,148 | ) | (1,738,813 | ) |
154,125 | 6,112,532 | 6,266,657 | 1,214,428 | 7,481,085 |
Acquisition of non-controlling interest |
- |
- |
- |
(66,192 |
) |
(66,192 |
) |
Balance at 31 October 2022 | 154,125 | 6,112,532 | 6,266,657 | 1,148,236 | 7,414,893 |
Changes in equity |
Dividends | - | (259,000 | ) | (259,000 | ) | (67,934 | ) | (326,934 | ) |
Total comprehensive income | - | (280,587 | ) | (280,587 | ) | (51,161 | ) | (331,748 | ) |
Balance at 31 October 2023 | 154,125 | 5,572,945 | 5,727,070 | 1,029,141 | 6,756,211 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 November 2021 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 October 2022 | 154,125 | 1,221,909 | 1,081,958 | 2,457,992 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 October 2023 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
31.10.23 | 31.10.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 233,848 | 1,817,556 |
Interest paid | (199,007 | ) | (149,559 | ) |
Tax paid | (285,622 | ) | (616,198 | ) |
Net cash from operating activities | (250,781 | ) | 1,051,799 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (106,251 | ) | (43,704 | ) |
Purchase of fixed asset investments | - | (330,656 | ) |
Sale of tangible fixed assets | - | 3 |
Sale of fixed asset investments | 3,759 | - |
Purchase of subsidiary (net of cash) | - | (250,000 | ) |
Interest received | 47,441 | 15,445 |
Dividends received | 100,797 | 101,007 |
Net cash from investing activities | 45,746 | (507,905 | ) |
Cash flows from financing activities |
New loan in year | 631,734 | - |
Loan repayments in year | (572,575 | ) | (629,723 | ) |
Loans to joint ventures | 18,771 | (35,500 | ) |
Purchase of minority interest | - | (66,192 | ) |
Equity dividends paid | (259,000 | ) | (225,500 | ) |
Dividends paid to minority interests | (67,934 | ) | (113,223 | ) |
Net cash from financing activities | (249,004 | ) | (1,070,138 | ) |
Decrease in cash and cash equivalents | (454,039 | ) | (526,244 | ) |
Cash and cash equivalents at beginning of year |
2 |
1,274,772 |
1,801,016 |
Cash and cash equivalents at end of year | 2 | 820,733 | 1,274,772 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.10.23 | 31.10.22 |
£ | £ |
Loss before taxation | (93,097 | ) | (1,981,424 | ) |
Depreciation charges | 640,477 | 681,719 |
Loss on revaluation of fixed assets | 335,627 | 3,057,807 |
Share of profit in joint venture | (3,025 | ) | 6,096 |
Finance costs | 199,007 | 149,559 |
Finance income | (151,188 | ) | (116,452 | ) |
927,801 | 1,797,305 |
Decrease in trade and other debtors | 119,463 | 43,437 |
Decrease in trade and other creditors | (813,416 | ) | (23,186 | ) |
Cash generated from operations | 233,848 | 1,817,556 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 October 2023 |
31.10.23 | 1.11.22 |
£ | £ |
Cash and cash equivalents | 820,733 | 1,274,772 |
Year ended 31 October 2022 |
31.10.22 | 1.11.21 |
£ | £ |
Cash and cash equivalents | 1,274,772 | 1,801,016 |
3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
At 1.11.22 | Cash flow | At 31.10.23 |
£ | £ | £ |
Net cash |
Cash at bank | 1,274,772 | (454,039 | ) | 820,733 |
1,274,772 | (454,039 | ) | 820,733 |
Liquid resources |
Current asset investments | 933,114 | (30,520 | ) | 902,594 |
933,114 | (30,520 | ) | 902,594 |
Debt |
Debts falling due within 1 year | (418,278 | ) | 14,198 | (404,080 | ) |
Debts falling due after 1 year | (1,465,104 | ) | (73,355 | ) | (1,538,459 | ) |
(1,883,382 | ) | (59,157 | ) | (1,942,539 | ) |
Total | 324,504 | (543,716 | ) | (219,212 | ) |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
1. | STATUTORY INFORMATION |
D Ness Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31st October 2023.. |
A subsidiary is an entity acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where, necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group. |
The acquisition method of accounting has been used to account for business combinations.The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. |
The merger method of accounting has been used to account for business combinations where the group reconstruction provisions have been met.Under merger accounting the net assets of subsidiaries and the consideration paid on their acquisition are entered at existing book values, nominal values in the case of shares issued and no goodwill is recognised. |
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. |
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements. |
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination. |
In vestments in joint ventures and associates |
Investments in joint ventures and associates are initially recognised at cost, including transaction costs. |
Subsequently they are accounted for using the equity method. |
Turnover |
Turnover represents gross commission received and receivable together with invoiced sales. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of various businesses, is being amortised evenly over its estimated useful life of ten years. |
Tangible fixed assets |
Short leasehold | - |
Freehold property | - |
Plant and machinery | - |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
31.10.23 | 31.10.22 |
£ | £ |
Wages and salaries | 3,992,537 | 3,635,379 |
Social security costs | 421,110 | 403,775 |
Other pension costs | 242,493 | 226,091 |
4,656,140 | 4,265,245 |
The average number of employees during the year was as follows: |
31.10.23 | 31.10.22 |
Administration and support | 55 | 53 |
Planners | 21 | 21 |
31.10.23 | 31.10.22 |
£ | £ |
Director's remuneration | - | - |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
31.10.23 | 31.10.22 |
£ | £ |
Depreciation - owned assets | 102,204 | 143,450 |
Goodwill amortisation | 538,271 | 538,265 |
Auditors' remuneration | 38,000 | 31,360 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.10.23 | 31.10.22 |
£ | £ |
Bank loan interest | 64,346 | 40,750 |
Other loan interest | 127,219 | 108,809 |
Loan | 7,442 | - |
199,007 | 149,559 |
6. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
31.10.23 | 31.10.22 |
£ | £ |
Current tax: |
UK corporation tax | 187,181 | 312,988 |
(Over)/under provision | (2,053 | ) | (4,596 | ) |
Joint ventures corporation tax | 667 | 31 |
Total current tax | 185,795 | 308,423 |
Deferred tax | 52,856 | (551,034 | ) |
Tax on loss | 238,651 | (242,611 | ) |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
6. | TAXATION - continued |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.10.23 | 31.10.22 |
£ | £ |
Loss before tax | (93,097 | ) | (1,981,424 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 22.500 % (2022 - 19 %) |
(20,947 |
) |
(376,471 |
) |
Effects of: |
Expenses not deductible for tax purposes | 28,089 | 9,107 |
Income not taxable for tax purposes | (23,343 | ) | (16,791 | ) |
Amortisation and depreciation not allowable | 117,173 | 106,288 |
Adjustments in respect of previous periods | (2,053 | ) | (4,596 | ) |
Other timing differences | (2,081 | ) | 38,663 |
Loss on joint venture carried forward | 139 | 1,189 |
Adjustment due to change of deferred tax rate | 141,674 | - |
Total tax charge/(credit) | 238,651 | (242,611 | ) |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | DIVIDENDS |
31.10.23 | 31.10.22 |
£ | £ |
Ordinary shares of 1 each |
Interim | 259,000 | 225,500 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 November 2022 |
and 31 October 2023 | 5,925,173 |
AMORTISATION |
At 1 November 2022 | 2,063,081 |
Amortisation for year | 538,271 |
At 31 October 2023 | 2,601,352 |
NET BOOK VALUE |
At 31 October 2023 | 3,323,821 |
At 31 October 2022 | 3,862,092 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Short | Freehold | Plant and |
leasehold | property | machinery | Totals |
£ | £ | £ | £ |
COST |
At 1 November 2022 | 183,787 | 2,268,178 | 332,190 | 2,784,155 |
Additions | 3,350 | - | 102,901 | 106,251 |
At 31 October 2023 | 187,137 | 2,268,178 | 435,091 | 2,890,406 |
DEPRECIATION |
At 1 November 2022 | 166,515 | 211,704 | 267,987 | 646,206 |
Charge for year | 8,899 | 45,364 | 47,941 | 102,204 |
At 31 October 2023 | 175,414 | 257,068 | 315,928 | 748,410 |
NET BOOK VALUE |
At 31 October 2023 | 11,723 | 2,011,110 | 119,163 | 2,141,996 |
At 31 October 2022 | 17,272 | 2,056,474 | 64,203 | 2,137,949 |
11. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in joint | Listed |
venture | investments | Totals |
£ | £ | £ |
COST |
At 1 November 2022 | 1,401 | 2,200,438 | 2,201,839 |
Disposals | (3,759 | ) | (302,157 | ) | (305,916 | ) |
Share of profit/(loss) | 2,358 | - | 2,358 |
At 31 October 2023 | - | 1,898,281 | 1,898,281 |
NET BOOK VALUE |
At 31 October 2023 | - | 1,898,281 | 1,898,281 |
At 31 October 2022 | 1,401 | 2,200,438 | 2,201,839 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 November 2022 |
and 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Acumen Holdings (Aberdeen) Limited |
Registered office: 2 Devanha Gardens Aberdeen AB11 7UW |
Nature of business: Holding company |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The Financial Planning Group Limited |
Registered office: 37 Albyn Place Aberdeen |
Nature of business: Holding company |
% |
Class of shares: | holding |
Ordinary | 77.00 |
Acumen Financial Planning Limited |
Registered office: 4 Kingshill Park Venture Drive Arnhall Business Westhill Aberdeenshire AB32 6FL |
Nature of business: Financial Planners |
% |
Class of shares: | holding |
Ordinary | 77.00 |
Loch Fyne Financial Management Limited |
Registered office: 4 Kingshill Park Venture Drive Arnhall Business Westhill Aberdeenshire AB32 6FL |
Nature of business: Financial Planners |
% |
Class of shares: | holding |
Ordinary | 77.00 |
Acumen Employee Benefits Limited |
Registered office: 4 Kingshill Park Venture Drive Arnhall Business Westhill Aberdeenshire AB32 6FL |
Nature of business: Financial Planners |
% |
Class of shares: | holding |
Ordinary | 77.00 |
Forty Two Financial Planning Limited |
Registered office: 4 Kingshill Park Venture Drive Arnhall Business Westhill Aberdeenshire AB32 6FL |
Nature of business: Non Trading |
% |
Class of shares: | holding |
Ordinary | 77.00 |
Medical and Dental Financial Planners Ltd |
Registered office: 4 Kingshill Park Venture Drive Arnhall Business Westhill Aberdeenshire AB32 6FL |
Nature of business: Non Trading |
% |
Class of shares: | holding |
Ordinary | 77.00 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.10.23 | 31.10.22 | 31.10.23 | 31.10.22 |
£ | £ | £ | £ |
Trade debtors | 13,057 | 14,771 |
Amounts owed by joint ventures | 25,729 | 44,500 |
Other debtors | 440,836 | 539,035 |
Deferred tax | - | - | 22,694 | - |
Accrued income | 472,429 | 463,806 |
Prepayments | 347,035 | 375,211 |
1,299,086 | 1,437,323 |
13. | CURRENT ASSET INVESTMENTS |
Group | Company |
31.10.23 | 31.10.22 | 31.10.23 | 31.10.22 |
£ | £ | £ | £ |
Listed investments | 902,594 | 933,114 | 711,419 | 742,335 |
Market value of listed investments at 31 October 2023 held by the group - £902,594 (2022 - £933,114). and by the company - £ (711,419) (2022 - £ (742,335) ). |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.10.23 | 31.10.22 | 31.10.23 | 31.10.22 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | 100,000 | 100,000 |
Other loans (see note 16) | 304,080 | 318,278 |
Trade creditors | 87,567 | 81,155 |
Tax | 103,910 | 204,404 |
Social security and other taxes | 109,097 | 111,676 |
VAT | 4,869 | 8,002 | - | - |
Other creditors | 297,946 | 847,681 |
Accrued expenses | 213,349 | 227,729 |
1,220,818 | 1,898,925 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.10.23 | 31.10.22 |
£ | £ |
Bank loans (see note 16) | 860,000 | 955,000 |
Other loans (see note 16) | 678,459 | 510,104 |
Other creditors | 368,890 | 618,891 |
1,907,349 | 2,083,995 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.10.23 | 31.10.22 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 100,000 | 100,000 |
Other loans | 304,080 | 318,278 |
404,080 | 418,278 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 100,000 | 100,000 |
Other loans - 1-2 years | 200,230 | 151,750 |
300,230 | 251,750 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 300,000 | 300,000 |
Other loans - 2-5 years | 478,229 | 358,354 |
778,229 | 658,354 |
Amounts falling due in more than five years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 460,000 | 555,000 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.10.23 | 31.10.22 |
£ | £ |
Within one year | 86,767 | 88,342 |
Between one and five years | 316,015 | 347,068 |
In more than five years | - | 93,724 |
402,782 | 529,134 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.10.23 | 31.10.22 |
£ | £ |
Loans | 1,849,772 | 1,883,382 |
The loans are secured by a fixed charge over the property and a bond and floating charge over the assets of the group, subject to a ranking agreement. |
19. | PROVISIONS FOR LIABILITIES |
Group |
31.10.23 | 31.10.22 |
£ | £ |
Deferred tax | 502,132 | 449,276 |
Group |
Deferred |
tax |
£ |
Balance at 1 November 2022 | 449,276 |
Provided during year | 52,856 |
Balance at 31 October 2023 | 502,132 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.10.23 | 31.10.22 |
value: | £ | £ |
Ordinary | 1 | 154,125 | 154,125 |
21. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 November 2022 | 6,112,532 |
Deficit for the year | (280,587 | ) |
Dividends | (259,000 | ) |
At 31 October 2023 | 5,572,945 |
D NESS LIMITED (REGISTERED NUMBER: SC383785) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 OCTOBER 2023 |
21. | RESERVES - continued |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 November 2022 | 2,303,867 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 31 October 2023 | 2,109,771 |
22. | RELATED PARTY DISCLOSURES |
Loans of £103,840 due to D Ness Limited from a connected party were written off in the year. |
23. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is A G Robertson. |