Company registration number 10690791 (England and Wales)
DOREE BONNER HOLDINGS LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 1 DECEMBER 2023
DOREE BONNER HOLDINGS LIMITED
COMPANY INFORMATION
Directors
G Watson
G Lyall
W Rawkins
Apadana Management Limited
S Norrington
(Appointed 7 March 2024)
J I Herbert
(Appointed 7 March 2024)
Company number
10690791
Registered office
c/o A2e Industries Limited
No 1 Marsden Street
Manchester
M2 1HW
Auditor
Beavis Morgan Audit Limited
82 St John Street
London
EC1M 4JN
DOREE BONNER HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 34
DOREE BONNER HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 1 -

The directors present their strategic report for the period ended 1 December 2023.

 

Introduction

 

During 2023 the group continued its recovery from the COVID-19 pandemic which severely impacted the 2020 financial performance of the company.

The group's turnover remained strong and consistent, being £18.4 million in 2023 and £17.3 million in 2022.

As with all UK businesses, the group saw increases in costs throughout 2023 driven by increased inflation in the UK economy but was able to mitigate those increases and saw an increase in Gross Profit of £1.4 million and GPM increasing from 33.1% in 2022 to 38.7% in 2023.

The group's continued mix of customers and sectors within the removals and storage industry also supported the strong financial performance in 2023.

The group continues to look to grow and on 31st December 2022 acquired 100% of the issue share capital of Advanced Removals & Storage Limited, a removals and storage business based in Gloucester.

The group also restructured its finances during the period and on 1st December 2023 repaid the loan due to Connection Capital of £2.3 million. On the same date, Connection Capital LLP exercised the warrant and option agreement requiring Doree Bonner Holdings Limited to purchase the issued Class C Ordinary warrant shares for total consideration of £0.75m. On 1st December the group also took out a new loan with Close Invoice Finance Limited for £1.25 million repayable over 3 years. This restructuring resulted in some exceptional costs in 2023.

To give a true reflection of the trading performance of the group, the Profit and Loss for the period was as follows:

 

2023
2022
£'000s
£'000s
Turnover
18,445
17,310
Cost of sales (before depreciation and amortisation)
(11,300)
(11,576)
Gross profit (before depreciation and amortisation)
7,146
5,734
Administrative expenses (before depreciation, amortisation and exceptional items)
(5,047)
(3,724)
Operating profit before depreciation, amortisation and exceptional items
2,099
2,010
Depreciation and related charges
(566)
(461)
Amortisation
(477)
(453)
Exceptional items
(367)
-
Reported operating profit
689
1,096
DOREE BONNER HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 2 -
Fair review of the business

The directors are pleased to report that the group generated an operating profit of £688,812 (2022: £1,095,812) which helped the company generate cash inflows from operations of £3,210,763 (2022: £2,295,644).

Cash and cash equivalents decreased during 2023 ending the period at £1,053,206 compared to £1,195,149 at the beginning of the period.

Given the nature of the business, the company’s directors are of the opinion that analysis using KPI’s, other than those which emerge from the financial statements and discussed in the business review above are not necessary for an understanding of the development.

Future Developments

The group continues its strategy to grow the business by developing existing revenue streams and existing customers. The group also continues to review opportunities to grow the business through acquisitions as well as expanding the customer base.

In addition, the group continues its annual fleet investment to ensure operational efficiency and compliance with regulation.

Principal risks and uncertainties

Its primary commercial risk is in generating and continuing to generate turnover which it does through maintaining its reputation in the market place for good and comprehensive removal and storage services. It also has an extremely diverse customer base in terms of the markets it operates in and the geographic spread of its branches assists this process.

Financial risk operations

The board of the group is responsible for managing the liquidity, interest and foreign currency risks associated with the group's activities.

In addition to cash and borrowings held with the group's bankers the group has other financial assets and liabilities such as trade debtors and trade creditors arising directly from operations.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group limits its exposure to interest rate risk on its fixed rate borrowings by ensuring that they are taken out at the most competitive rates available and by keeping borrowings to the minimum conducive to the profitable growth of the business.

Foreign currency risk

The group's principal foreign currency exposure arises from trading with overseas companies. This is limited by the regular settlement of balances with overseas trading partners.

 

On behalf of the board

S Norrington
Director
28 August 2024
DOREE BONNER HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the period ended 1 December 2023.

Principal activities

The principal activity of the company is that of an investment holding company. The principal activity of the group continued to be that of the provision of removals and storage services.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

Directors

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

G Watson
G Lyall
W Rawkins
Apadana Management Limited
S Norrington
(Appointed 7 March 2024)
J I Herbert
(Appointed 7 March 2024)
Future developments

Likely future developments in the business of the group are included in the strategic report.

Auditor

The auditor, Beavis Morgan Audit Limited, 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.

On behalf of the board
S Norrington
Director
28 August 2024
DOREE BONNER HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 4 -

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.

DOREE BONNER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DOREE BONNER HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Doree Bonner Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 1 December 2023 which comprise 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 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 FRS 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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.

Opinions on other matters prescribed by the Companies Act 2006

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

DOREE BONNER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOREE BONNER HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

DOREE BONNER HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DOREE BONNER HOLDINGS LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

 

The following laws and regulations were identified as being of significance to the entity:

 

 

 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

 

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Richard Thacker (Senior Statutory Auditor)
For and on behalf of Beavis Morgan Audit Limited
29 August 2024
Chartered Accountants
Statutory Auditor
82 St John Street
London
EC1M 4JN
DOREE BONNER HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 8 -
Period
Year
ended
ended
1 December
30 November
2023
2022
Notes
£
£
Turnover
3
18,445,248
17,310,389
Cost of sales
(11,748,000)
(11,989,415)
Gross profit
6,697,248
5,320,974
Administrative expenses
(6,008,436)
(4,225,162)
Operating profit
4
688,812
1,095,812
Interest receivable and similar income
3
2,151
777
Interest payable and similar expenses
7
(422,681)
(463,301)
Fair value adjustment of non-basic financial instrument
8
(80,078)
(70,000)
Profit before taxation
188,204
563,288
Tax on profit
9
(68,663)
(134,717)
Profit for the financial period
119,541
428,571
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
DOREE BONNER HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
1 DECEMBER 2023
01 December 2023
- 9 -
1 December 2023
30 November 2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,953,338
2,169,457
Tangible assets
11
2,717,262
2,153,322
4,670,600
4,322,779
Current assets
Stocks
15
106,686
77,054
Debtors
16
3,287,977
4,052,256
Cash at bank and in hand
1,053,206
1,195,149
4,447,869
5,324,459
Creditors: amounts falling due within one year
17
(7,064,296)
(8,822,316)
Net current liabilities
(2,616,427)
(3,497,857)
Total assets less current liabilities
2,054,173
824,922
Creditors: amounts falling due after more than one year
18
(2,567,732)
(1,601,912)
Provisions for liabilities
Deferred tax liability
21
566,253
422,474
(566,253)
(422,474)
Net liabilities
(1,079,812)
(1,199,464)
Capital and reserves
Called up share capital
23
100,000
100,000
Share premium account
750,000
-
0
Capital redemption reserve
111
-
0
Other reserves
779,754
841,743
Profit and loss reserves
(2,709,677)
(2,141,207)
Total equity
(1,079,812)
(1,199,464)
The financial statements were approved by the board of directors and authorised for issue on 28 August 2024 and are signed on its behalf by:
28 August 2024
S Norrington
Director
Company registration number 10690791 (England and Wales)
DOREE BONNER HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 1 DECEMBER 2023
01 December 2023
- 10 -
1 December 2023
30 November 2022
Notes
£
£
£
£
Fixed assets
Investments
12
7,245,469
7,245,469
Current assets
Debtors
16
10,000
10,000
Cash at bank and in hand
27
-
0
10,027
10,000
Creditors: amounts falling due within one year
17
(4,800,121)
(6,712,165)
Net current liabilities
(4,790,094)
(6,702,165)
Total assets less current liabilities
2,455,375
543,304
Creditors: amounts falling due after more than one year
18
(812,286)
(737,777)
Net assets/(liabilities)
1,643,089
(194,473)
Capital and reserves
Called up share capital
23
100,000
100,000
Share premium account
750,000
-
0
Capital redemption reserve
111
-
0
Other reserves
779,754
841,743
Profit and loss reserves
13,224
(1,136,216)
Total equity
1,643,089
(194,473)

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 period was £1,837,451 (2022 - £167,110 loss).

The financial statements were approved by the board of directors and authorised for issue on 28 August 2024 and are signed on its behalf by:
28 August 2024
S Norrington
Director
Company registration number 10690791 (England and Wales)
DOREE BONNER HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 11 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 December 2021
100,000
-
0
-
0
895,646
(2,623,681)
(1,628,035)
Period ended 30 November 2022:
Profit and total comprehensive income
-
-
-
-
428,571
428,571
Unwinding of discount on preference shares
-
-
-
(53,903)
53,903
-
Balance at 30 November 2022
100,000
-
0
-
0
841,743
(2,141,207)
(1,199,464)
Period ended 1 December 2023:
Profit and total comprehensive income
-
-
-
-
119,541
119,541
Issue of share capital
23
111
750,000
-
-
-
750,111
Own shares acquired
23
-
-
-
-
(750,000)
(750,000)
Cancellation of shares
23
(111)
-
111
-
-
-
0
Unwinding of discount on preference shares
-
-
-
(61,989)
61,989
-
Balance at 1 December 2023
100,000
750,000
111
779,754
(2,709,677)
(1,079,812)
DOREE BONNER HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 12 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 December 2021
100,000
-
0
-
0
895,646
(1,023,009)
(27,363)
Period ended 30 November 2022:
Loss and total comprehensive income for the period
-
-
-
-
(167,110)
(167,110)
Unwinding of discount on preference shares
-
-
-
(53,903)
53,903
-
Balance at 30 November 2022
100,000
-
0
-
0
841,743
(1,136,216)
(194,473)
Period ended 1 December 2023:
Profit and total comprehensive income
-
-
-
-
1,837,451
1,837,451
Issue of share capital
23
111
750,000
-
-
-
750,111
Own shares acquired
23
-
-
-
-
(750,000)
(750,000)
Cancellation of shares
23
(111)
-
111
-
-
-
Unwinding of discount on preference shares
-
-
-
(61,989)
61,989
-
Balance at 1 December 2023
100,000
750,000
111
779,754
13,224
1,643,089
DOREE BONNER HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
3,210,763
2,295,644
Interest paid
(360,770)
(409,398)
Income taxes refunded
-
110,792
Net cash inflow from operating activities
2,849,993
1,997,038
Investing activities
Business acquisitions (net of cash acquired)
(301,109)
-
Purchase of tangible fixed assets
(289,156)
(143,574)
Proceeds from disposal of tangible fixed assets
28,450
20,350
Deferred consideration paid
(44,500)
-
Interest received
2,151
777
Net cash used in investing activities
(604,164)
(122,447)
Financing activities
Proceeds from issue of shares
111
-
Redemption of shares
(750,000)
-
0
Proceeds from borrowings
1,500,000
-
Repayment of borrowings
(2,553,980)
(1,025,140)
Payment of finance leases obligations
(583,903)
(499,027)
Net cash used in financing activities
(2,387,772)
(1,524,167)
Net (decrease)/increase in cash and cash equivalents
(141,943)
350,424
Cash and cash equivalents at beginning of period
1,195,149
844,725
Cash and cash equivalents at end of period
1,053,206
1,195,149
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Doree Bonner Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c.o A2E Industries Limited, No. 1 Marsden Street, Manchester, M2 1HW.

 

The group consists of Doree Bonner Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The accounting period for 2023 has been extended by 1 day to include the completion of the refinancing in progress at 30 November 2023. All future financial statements will be made up to 30 November 2023.

1.2
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, modified to include the revaluation of certain financial instruments at fair value. 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:

 

1.3
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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Doree Bonner Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 1 December 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.

 

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.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.5
Going concern

The group is financed through a combination of external debt and shareholder loans and enjoys the continued support of its shareholders. A portion of the external debt was repaid on 1 December 2023. The directors have considered all the above matters and believe it is appropriate to adopt the going concern basis of preparation of the financial statements.

1.6
Turnover

Turnover represents amounts receivable for removal services net of VAT. Turnover is recognised when a job is fully wrapped, packed and collected for dispatch. Should the collection of the job straddle the period end, the relevant proportion of the revenue relating to the services is accrued. All freight and shipping costs, including insurance costs, relating to the job are recognised on the same basis.

 

Storage revenue is recognised in the period in which the service is provided.

1.7
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 10 years. Useful economic life of goodwill has been assessed on the basis of future expected profits contributed by the acquired businesses over its expected life. Included in goodwill are other intangibles such as brand and customer databases for which the value cannot be reliably estimated.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating unit to which goodwill has been allocated and tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired.

1.8
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 over their useful lives on the following bases:

Leasehold land and buildings
Over the period of the lease
Plant and equipment
10 to 25% reducing balance and straight line
Fixtures and fittings
10 to 25% reducing balance and straight line
Motor vehicles
25% reducing balance

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.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries 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.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.11
Stocks

Stock is valued at the lower of cost and estimated selling price less costs to complete and sell on a FIFO basis.

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.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has applied the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 'Other Financial Instruments Issues' to 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 at bank and in hand, 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.

Impairment of financial assets

Financial assets 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.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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, invoice discounting, finance leases, loans from group members and preference shares classed 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. Trade creditors are recognised at transaction price.

Other financial liabilities

Derivatives are non-basic financial instruments. Non-basic financial instruments are initially recognised at fair value on the date the contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of non-basic financial instruments are recognised in profit or loss in finance costs or finance income as appropriate.

Derecognition of financial liabilities

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

1.14
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.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the period. 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 periods 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.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
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.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

1.19
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.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 19 -
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.

Preference shares classed as debt

Doree Bonner Holdings Limited has 1,025,000 preference shares in issue. These preference shares have been classified as a liability in the financial statements as they have redemption conditions which are outside of the company's control. The preference shares carry no interest and have therefore been discounted. The preference shares have been discounted at an implicit rate of 15% over the estimated redemption period of 10 years. The carrying value of the preference shares is sensitive to changes in the estimated redemption period. See note 14 for carrying amounts.

Useful economic lives of intangible and tangible asstes

Estimation is required in determining the useful lives of such assets and their residual values. The amortisation and depreciation charge is sensitive to changes in the estimated useful economic lives of such assets. The carrying value of intangible assets and tangible assets is disclosed in notes 10 and 11 respectively.

Fair value of assets, liabilities and contingent liabilities acquired through business combinations

Estimation is required in determining the fair value of assets, liabilities and contingent liabilities acquired through business. The fair value of assets, liabilities and contingent liabilities acquired through business combination is disclosed in note 24.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Removal and storage services
18,445,248
17,310,389
2023
2022
£
£
Other revenue
Interest income
2,151
777
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 20 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
12,821,309
10,953,908
Europe
319,745
664,579
Rest of World
5,304,194
5,691,902
18,445,248
17,310,389
4
Operating profit
2023
2022
£
£
Operating profit for the period is stated after charging/(crediting):
Exchange (gains)/losses
(19,391)
10,622
Fees payable to the group's auditor for the audit of the group's financial statements
7,500
8,200
Depreciation of owned tangible fixed assets
232,388
125,494
Depreciation of tangible fixed assets held under finance leases
334,005
335,549
(Profit)/loss on disposal of tangible fixed assets
(7,887)
3,345
Amortisation of intangible assets
476,914
453,008
Operating lease charges
1,263,945
1,145,640
5
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
55
52
-
-
Operations
120
100
-
-
Directors
3
3
3
3
178
155
3
3
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
5
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
6,225,312
4,946,400
-
0
-
0
Social security costs
620,672
552,906
-
-
Pension costs
191,631
142,499
-
0
-
0
7,037,615
5,641,805
-
0
-
0
6
Directors' remuneration
2023
2022
£
£
Remuneration
144,316
24,000
Benefits in kind
43,035
47,726
187,351
71,726
7
Interest payable and similar expenses
2023
2022
£
£
Interest on loans
232,448
299,128
Interest on finance leases
128,400
110,270
Unwinding of preference shares held as liability
61,989
53,903
Total finance costs
422,837
463,301
8
Other Losses
2023
2022
£
£
Fair value gains/(losses) on financial instruments
Loss on non-basic financial instruments measured at fair value through profit and loss
(80,000)
(70,000)
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
126,515
168,101
Adjustments in respect of prior periods
(127,300)
4,345
Total current tax
(785)
172,446
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
9
Taxation
2023
2022
£
£
(Continued)
- 22 -
Deferred tax
Origination and reversal of timing differences
69,448
(37,729)
Total tax charge
68,663
134,717

As of 1st April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the financial periods of the group and its subsidiaries straddle this date, a corporation tax rate of 23.01% has been applied in the reconciliation below. This corporation tax rate is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial period for which the main tax rate was applicable.

 

The actual tax charge for the period can be reconciled to the statement of comprehensive income as follows:

2023
2022
£
£
Profit before taxation
188,204
563,288
Expected tax charge based on the standard rate of corporation tax in the UK of 23.01% (2022: 19.00%)
43,306
107,025
Tax effect of expenses that are not deductible in determining taxable profit
45,072
17,707
Tax effect of utilisation of tax losses not previously recognised
-
0
(32,950)
Adjustments in respect of prior years
(127,300)
4,345
Permanent capital allowances in excess of depreciation
(6,171)
(19,186)
Depreciation on assets not qualifying for tax allowances
6,395
4,369
Amortisation on assets not qualifying for tax allowances
99,845
77,902
Deferred tax adjustments in respect of prior years
-
0
(37,816)
Effect of change in deferred tax rate
6,650
21
Effect of financial instruments measured at fair value through profit and loss
-
13,300
Deferred tax not recognised
866
-
Taxation charge
68,663
134,717
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 23 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 December 2022
4,530,096
Additions - business combinations
260,795
At 1 December 2023
4,790,891
Amortisation and impairment
At 1 December 2022
2,360,639
Amortisation charged for the period
476,914
At 1 December 2023
2,837,553
Carrying amount
At 1 December 2023
1,953,338
At 30 November 2022
2,169,457
The company had no intangible fixed assets at 1 December 2023 or 30 November 2022.

Goodwill includes goodwill recognised on the purchase of the subsidiary, Kelerbay Limited. The carrying amount of this goodwill is £1,469,210 (2022: £1,879,222) and has a remaining amortisation period of 3.5 years.

 

Goodwill additions relate to goodwill recognised on the purchase of the subsidiary, Advanced Removals & Storage Limited. The carrying amount of this goodwill is £236,889 (2022: £nil) and has a remaining amortisation period of 9 years.

 

The remaining goodwill balance relates to the acquisition of the trade and assets of H.F. Luxford & Sons Ltd. The carrying amount of this goodwill is £247,239 (2022: £290,235) and has a remaining amortisation period of 5.75 years.

 

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 24 -
11
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 December 2022
179,646
744,358
161,553
2,590,637
3,676,194
Additions
34,990
104,303
18,441
691,129
848,863
Business combinations
-
0
286,522
430
15,081
302,033
Disposals
-
0
(6,186)
(4,260)
(61,456)
(71,902)
At 1 December 2023
214,636
1,128,997
176,164
3,235,391
4,755,188
Depreciation and impairment
At 1 December 2022
103,013
65,231
117,626
1,237,002
1,522,872
Depreciation charged in the period
27,793
95,099
27,940
415,561
566,393
Eliminated in respect of disposals
-
0
-
0
(3,878)
(47,461)
(51,339)
At 1 December 2023
130,806
160,330
141,688
1,605,102
2,037,926
Carrying amount
At 1 December 2023
83,830
968,667
34,476
1,630,289
2,717,262
At 30 November 2022
76,633
679,127
43,927
1,353,635
2,153,322
The company had no tangible fixed assets at 1 December 2023 or 30 November 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 equipment
510,654
480,473
-
0
-
0
Fixtures and fittings
-
0
5,652
-
0
-
0
Motor vehicles
1,253,686
981,016
-
0
-
0
1,764,340
1,467,141
-
-

The hire purchase liability is secured over the assets to which it belongs.

12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
7,245,469
7,245,469
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
12
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 December 2022 and 1 December 2023
7,245,469
Carrying amount
At 1 December 2023
7,245,469
13
Subsidiaries

Details of the company's subsidiaries, all included in the consolidation, at 1 December 2023 are as follows:

Name of undertaking
Registered
Nature of
Class of
% Held
office
business
shares held
Direct
Indirect
Bonners of Welling
1
Dormant company
Ordinary
-
100.00
Express Removals Limited
2
Dormant company
Ordinary
-
100.00
Express Removers Limited
2
Dormant company
Ordinary
-
100.00
Glasgow Express Removals
2
Dormant company
Ordinary
-
100.00
Kelerbay Limited
1
Removals and storage services
Ordinary
100.00
-
Montgomery Removals Ltd
3
Dormant company
Ordinary
-
100.00
Pack It In Limited
1
Dormant company
Ordinary
-
100.00
Advanced Moving Solutions Limited
1
Dormant company
Ordinary
-
100.00
Yorkie Removals & Storage Limited
1
Dormant company
Ordinary
-
100.00
Advanced Removals - Storage Limited
1
Dormant company
Ordinary
-
100.00
Advanced Removals & Storage Solutions Ltd
1
Dormant company
Ordinary
-
100.00
Advanced Removals Ltd
1
Dormant company
Ordinary
-
100.00
Advanced Storage UK Ltd
1
Dormant company
Ordinary
-
100.00
Advanced Storage Solutions Ltd
1
Dormant company
Ordinary
-
100.00
The D.I.Y Removal Company Limited
1
Dormant company
Ordinary
-
100.00
Advanced Storage and Removals Limited
1
Dormant company
Ordinary
-
100.00
Advanced Removals & Storage Limited
4
Removals and storage services
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
International House, 19 Kennet Road, Dartford, Kent, United Kingdom, DA1 4QN
2
48 Clyde Street, Clydebank, Strathclyde, G81 1NW
3
48 Clyde Street, South Elgin Industrial Estate, Clydebank, G81 1BR
4
Beaumont House, 172 Southgate Street, Gloucester, Gloucestershire, GL1 2EZ
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
13
Subsidiaries
(Continued)
- 26 -

Advanced Removals & Storage Limited (registered number 05362839) is exempt from the requirements of UK Companies Act 2006 relating to the audit of individual financial statements by virtue of section 479A of the Act. The company has provide this subsidiary with a guarantee under section 479C of the Act thereby undertaking to guarantee all outstanding liabilities to which the subsidiary is subject at the end of the financial period.

14
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Irredeemable preference shares classed as debt
(475,246)
(413,257)
(475,246)
(413,257)
- Non-basic financial instrument
-
(670,000)
-
(670,000)

See note 20 for information regarding the valuation of the irredeemable preference shares classed as debt.

 

The non-basic financial instrument relates to an option agreement and a share warrant agreement between Connection Capital LLP and Doree Bonner Holdings Limited. Under the terms of the share warrant agreement, Connection Capital LLP were granted warrant shares in Doree Bonner Holdings Limited with a subscription price of £0.01 per share. If exercised, the warrant holder will be entitled to such number of Class C ordinary shares as represents 10% of the enlarged share capital of Doree Bonner Holdings Limited. In addition, the conditions in the option agreement are such that, if exercised by Connection Capital LLP, Doree Bonner Holdings Limited would be required to purchase the exercised warrant shares from Connection Capital LLP for consideration of £750,000. The warrant and option agreement was exercised by Connection Capital LLP during the financial period.

15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
106,686
77,054
-
-
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,204,834
1,777,010
-
0
-
0
Unpaid share capital
5,000
5,000
5,000
5,000
Other debtors
140,644
1,732,399
-
0
-
0
Prepayments and accrued income
937,499
537,847
5,000
5,000
3,287,977
4,052,256
10,000
10,000
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Non-basic financial instrument
14
-
0
670,000
-
0
670,000
Obligations under finance leases
19
502,644
584,818
-
0
-
0
Other borrowings
20
654,147
2,553,980
237,480
237,480
Trade creditors
1,683,814
1,610,534
-
0
-
0
Amounts due to group undertakings
-
0
-
0
4,541,237
5,793,281
Amounts due to related parties
131,404
11,404
11,404
11,404
Corporation tax payable
234,893
168,101
-
0
-
0
Other taxation and social security
615,225
508,284
-
-
Other creditors
1,055,207
72,316
-
0
-
0
Accruals and deferred income
2,186,962
2,642,879
10,000
-
0
7,064,296
8,822,316
4,800,121
6,712,165

Included within other creditors is £1,000,591 (2022: £1,587,739 - other debtor) of funds owed by the Group that relate to an invoice discount facility held with Close Brothers Limited. Fixed and floating charges over all property and undertakings of the company and the group are held by Close Brothers Limited.

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
19
922,113
864,135
-
0
-
0
Other borrowings
20
1,645,619
737,777
812,286
737,777
2,567,732
1,601,912
812,286
737,777

The subsidiary's bank has a charge on cash deposits up to a limit of £56,000 (2022: £56,000).

19
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
502,453
584,818
-
0
-
0
In two to five years
922,304
864,135
-
0
-
0
1,424,757
1,448,953
-
-
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
19
Finance lease obligations
(Continued)
- 28 -

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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments

 

20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Preference shares
23
475,246
413,257
475,246
413,257
Loans from related parties
250,000
-
0
250,000
-
0
Other loans
1,574,520
2,878,500
324,520
562,000
2,299,766
3,291,757
1,049,766
975,257
Payable within one year
654,147
2,553,980
237,480
237,480
Payable after one year
1,645,619
737,777
812,286
737,777

On 11 November 2020, the company issued 1,025,000 preference shares at par in redemption of £1.025m of variable rate loan notes. The preference shares are redeemable on conditions outside the company's control and are therefore classified as debt measured at fair value. There is no premium payable on redemption or right to fixed income. The preference share debt has been discounted to fair value based on an implicit interest rate of 15% over the expected period to redemption. The issue of these preference shares created a reserve, calculated as the excess of consideration received over the fair value of the shares issued. Existing preference shares have been classified as a liability. The difference between the carrying amount of the preference shares and the amount the company will be required to pay at the expected redemption date is £779,754 (2022: £841,743).

 

Included within other loans is a balance of £1,250,000 (2022: £nil) owed by the subsidiary, Kelerbay Limited, to Close Invoice Finance Limited in relation to a cash flow loan agreement. The loan amount is £1,250,000, interest of 7% per annum over base rate is due on the loan and the loan matures in December 2026.

 

A fixed and floating charge over all property and undertakings of the subsidiary is held by A2E Industries Limited, a related party, for the provision of a loan facility. At the balance sheet date, the company owed £250,000 (2022: £nil) in relation to the loan facility. Interest of 10% per annum is due on the loan and the loan matures on 1st December 2028.

DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 29 -
21
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
533,484
440,546
Revaluations
52,376
-
Other short term timing differences
(19,607)
(18,072)
566,253
422,474
The company has no deferred tax assets or liabilities.

Deferred taxation is provided in full, without discounting, on all tax deferred resulting from reversing timing differences at the rate of corporation tax anticipated to apply at the time of the future reversal of the timing difference. Deferred tax liabilities are expected to reverse within the next 12 months. The future rate of corporation tax applied to timing differences is 25% (2022: 25%).

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
191,631
142,499

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 an independently administered fund.

At the balance sheet date the group owed £31,406 (2022: £27,289) to the scheme.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary A shares of £1 each
65,000
65,000
65,000
65,000
Ordinary B shares of £1 each
35,000
35,000
35,000
35,000
100,000
100,000
100,000
100,000
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
23
Share capital
(Continued)
- 30 -
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
1,255,000
1,255,000
475,246
413,257
Preference shares classified as liabilities
475,246
413,257

Share capital includes 5,000 Ordinary A shares issued but not paid.

A and B ordinary shares rank equally in voting and dividend rights. Preference shares carry no voting or dividend rights and rank ahead of ordinary shares for any distributions made in the event of a winding up.

 

During the financial period, the company issued 11,111 Class C Ordinary shares with a nominal value of £0.01 each. Consideration of £111 was received for the shares issued. Class C ordinary shares rank equally to A and B ordinary shares in voting and dividend rights. As part of the option and warrant agreement with Connection Capital LLP, these shares were re-purchased by the company for consideration of £750,000 and were subsequently cancelled.

 

24
Acquisition of a business

On 31 December 2022 the group acquired 100% of the issued capital of Advanced Removals & Storage Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
31,189
270,844
302,033
Cash and cash equivalents
965,841
-
965,841
Inventories
14,102
-
14,102
Trade and other receivables
105,465
-
105,465
Trade and other payables
(113,625)
-
(113,625)
Tax liabilities
(80,096)
-
(80,096)
Deferred tax
(5,926)
(67,711)
(73,637)
Total identifiable net assets
916,950
203,133
1,120,083
Goodwill
260,795
Total consideration
1,380,878
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
24
Acquisition of a business
(Continued)
- 31 -
The consideration was satisfied by:
£
Cash
1,266,950
Deferred consideration
48,000
Acquisition costs
65,928
1,380,878
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,219,925
Profit after tax
186,501
25
Contingent liabilities

Some rental agreements the group is party to include provisions to repair and redecorate the property before expiry of the lease. The amount of the future obligation cannot be reliably estimated due to uncertainties surrounding the cost and extent of any future repairs.

 

The subsidiary, Advanced Removals & Storage Limited, as disclosed in note 13, has taken advantage of the exemption from audit available under Section 479A of the Companies Act 2006. For this subsidiary, the Company has guarenteed all outstanding liabilities as at the period end, until they are setlled in full.

26
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
1,565,467
1,128,324
-
-
Between two and five years
4,882,127
3,508,607
-
-
In over five years
1,554,743
2,379,816
-
-
8,002,337
7,016,747
-
-
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 32 -
27
Related party transactions

At the balance sheet date, the group owed £47 (2022: £29) to directors of the company. This balance is interest free and repayable on demand.

At the balance sheet date, the company had outstanding loan notes of £324,520 (2022: £562,000) due to directors of the company. Interest accrued on these loan notes at the balance sheet date was £nil (2022: £nil). The loan notes are issued at a market rate of interest, although the directors agreed to forsake any interest earned on the loan notes in the period. The loan notes rank equally among themselves and as a secured obligation of the company.

During the period, the group was charged £300,000 (2022: £120,000) in respect of management charges, recharged expenses, and bonuses by an entity which is a related party by virtue of having a shareholding in the group. In addition to this, the company entered into a secured loan agreement with the related party. The loan amount is £250,000, interest of 10% per annum is charged on the loan and the loan matures on 1st December 2028. At the balance sheet date the company owed £261,404 (2022: £11,404) to the entity. The group together owed £381,404 (2022: £59,404) to the entity.

During the period the group purchased advertising and marketing services totalling £52,686 (2022: £45,718) from an entity which is a related party by virtue of a shareholder's close family member having control over the entity. At the balance sheet date, the group owed £12,602 (2022: £nil) to the entity.

During the period, the group purchased supplies of sea containers totalling £20,525 (2022: £nil) from an entity which is a related party by virtue of common control. At the balance sheet date the group owed £5,790 (2022: £nil) to the entity.

 

 

28
Controlling party
The ultimate controlling party is S A Amiri by virtue of his shareholding in the ultiamte parent company.

The ultimate party company is Pasargad 1 Limited and its registered office is 100 Avebury Boulevard, Milton Keynes, united Kingdom, MK9 1FH.

Doree Bonner Holdings Limited is the smallest and largest group for which group financial statements are prepared and are available to the public.
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 33 -
29
Analysis of changes in net debt - group
1 December 2022
Cash flows
Acquisitions and disposals
New finance leases
Fair value movements
Unwinding of discounted balances
1 December 2023
£
£
£
£
£
£
£
Cash at bank and in hand
1,195,149
159,166
(301,109)
-
-
-
1,053,206
Borrowings excluding overdrafts
(3,291,757)
1,053,980
-
-
-
(61,989)
(2,299,766)
Obligations under finance leases
(1,448,953)
583,903
-
(559,707)
-
-
(1,424,757)
Non-basic financial instrument
(670,000)
750,000
-
-
(80,000)
-
-
(4,215,561)
2,547,049
(301,109)
(559,707)
(80,000)
(61,989)
(2,671,317)
DOREE BONNER HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 1 DECEMBER 2023
- 34 -
30
Cash generated from group operations
2023
2022
£
£
Profit for the period after tax
119,541
428,571
Adjustments for:
Taxation charged
68,663
134,717
Finance costs
502,759
533,301
Investment income
(2,151)
(777)
(Gain)/loss on disposal of tangible fixed assets
(7,887)
3,345
Amortisation and impairment of intangible assets
476,914
453,008
Depreciation and impairment of tangible fixed assets
566,393
461,043
Fair value adjustment to non-basic financial instruments
(80,000)
(70,000)
Movements in working capital:
Increase in stocks
(15,530)
(19,949)
Decrease in debtors
868,491
86,772
Increase in creditors
713,570
285,613
Cash generated from operations
3,210,763
2,295,644
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