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Registration number: SC579748

DC2 Topco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

DC2 Topco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Statement of Financial Position

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 29

 

DC2 Topco Limited

Company Information

Directors

I E Fraser

R MacLachlan

M T Biddulph

S M Beckwith

Registered office

147 St George's Road
Glasgow
G3 6LB

Bankers

Barclays Bank plc
90 St Vincent Street
Glasgow
G2 5UQ

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

DC2 Topco Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Principal activity

The principal activity of the company is as a non-trading holding company.

The principal activity of the group is that of the provision of funeral services, crematorium services and prepaid funeral plans.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show an operating loss before amortisation of goodwill and exceptional items of £90,856 (2022 - £770,875), operating profit after exceptional items and amortisation and impairment of goodwill of £6,282,792 (2022 - loss of £3,300,363) and a profit after tax of £2,170,868 (2022 - loss of £7,030,919). At 31 December 2023, the group had intangible and tangible fixed assets valued in the financial statements at net book value amounting to £6,507,960 (2022 - £13,716,530) and total assets less current liabilities of £11,460,254 (2022 - £5,672,021). The directors consider the result for the year and the financial position of the group at the year end to be satisfactory.

Given the nature of the business, the directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the group.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to death rate volatility following the impacts of COVID and the legacy effect on consumer confidence in the funeral plan market as a result of the high-profile failure of some providers. The business is confident its high quality and standards both in at need and pre need provision mitigate these risks.

Culture and sustainability
The group’s long term model reflects its determination to share success and to grow in a responsible, sustainable way. The group’s culture means that it supports employees’ aspirations and provides opportunities to make a difference. By driving this culture throughout the group, management aims to continuously deliver a quality service to clients, including welcoming employees’ creativity to deliver high class expertise.

The group has undertaken a comprehensive ESG review programme covering 59 ESG areas. The result for 2023 was a rating of ESG Excellent. An ESG committee has been set up and a group of management and colleagues meet monthly to consider actions to improve overall ESG outcomes.

During the year, the group supported several local charity partners in our communities as well as our ongoing commitment to Local Authority funeral support schemes helping families cope with the challenges of funeral poverty.
 

Approved by the Board on 10 May 2024 and signed on its behalf by:


S M Beckwith
Director

 

DC2 Topco Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

I E Fraser

R MacLachlan

M T Biddulph

S M Beckwith

M H R Stevens (resigned 24 January 2023)

Future developments

The external environment is expected to remain competitive going forwards, however the directors remain confident that the group will improve its current level of performance in the future and will continue to trade as a going concern for the reasons identified in note 2 to the financial statements.

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revises projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risk associated with selling on credit and manages this through credit control procedures.

The group's loan stock is subject to price and liquidity risk as disclosed in note 19 to the financial statements. Credit risk in respect of bank balances is safeguarded by using banks with high credit ratings.

The group has sufficient resources available through the provision of long term support of its principal shareholder. The directors have prepared forecasts that indicate that the group will return to profitability over the next 2 years and that this combined with the support of the shareholder will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 10 May 2024 and signed on its behalf by:


S M Beckwith
Director

 

DC2 Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

DC2 Topco Limited

Independent Auditor's Report to the Members of DC2 Topco Limited

Opinion

We have audited the financial statements of DC2 Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated 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 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 the parent company's affairs as at 31 December 2023 and of the group's profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

DC2 Topco Limited

Independent Auditor's Report to the Members of DC2 Topco Limited

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and 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 group or 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.

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

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

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

 

DC2 Topco Limited

Independent Auditor's Report to the Members of DC2 Topco Limited

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

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

10 May 2024

 

DC2 Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

Continuing operations
2023
£

Discontinued operations
2023
£

Total
2023
£

Continuing operations
2022
£

Discontinued operations
2022
£

Total
2022
£

Turnover

3

9,710,547

-

9,710,547

8,507,053

1,699,561

10,206,614

Cost of sales

 

(5,172,084)

-

(5,172,084)

(4,952,962)

(366,185)

(5,319,147)

Gross profit

 

4,538,463

-

4,538,463

3,554,091

1,333,376

4,887,467

Administrative expenses

 

(4,629,319)

-

(4,629,319)

(5,169,387)

(612,298)

(5,781,685)

Other operating income

4

-

-

-

123,343

-

123,343

Operating (loss)/profit before amortisation and exceptional items

5

(90,856)

-

(90,856)

(1,491,953)

721,078

(770,875)

Profit on disposal of operations

 

-

7,147,373

7,147,373

-

-

-

Exceptional items

6

(152,267)

-

(152,267)

(1,172,585)

(69,453)

(1,242,038)

Amortisation of goodwill and impairment of goodwill

 

(621,458)

-

(621,458)

(621,460)

(665,990)

(1,287,450)

Operating (loss)/profit after amortisation and exceptional items

 

(864,581)

7,147,373

6,282,792

(3,285,998)

(14,365)

(3,300,363)

Other interest receivable and similar income

17,566

-

17,566

1,886

-

1,886

Interest payable and similar expenses

(4,734,546)

-

(4,734,546)

(4,979,060)

-

(4,979,060)

(Loss)/profit before tax

 

(5,581,561)

7,147,373

1,565,812

(8,263,172)

(14,365)

(8,277,537)

Tax on profit/(loss)

11

605,056

-

605,056

1,275,928

(29,310)

1,246,618

(Loss)/profit for the financial year

 

(4,976,505)

7,147,373

2,170,868

(6,987,244)

(43,675)

(7,030,919)

Profit/(loss) attributable to:

 

Owners of the company

 

(4,976,505)

7,147,373

2,170,868

(6,987,244)

(43,675)

(7,030,919)

The group has no other comprehensive income for the year.

 

DC2 Topco Limited

(Registration number: SC579748)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
 £

2022
 £

Fixed assets

 

Intangible assets

12

2,443,855

7,253,008

Tangible assets

13

4,064,105

6,463,522

 

6,507,960

13,716,530

Current assets

 

Stocks

16

83,477

72,989

Debtors

17

6,260,200

5,453,878

Cash at bank and in hand

 

896,555

139,472

 

7,240,232

5,666,339

Creditors: Amounts falling due within one year excluding bank loans

18

(2,287,938)

(3,935,848)

Net current assets excluding bank loans

 

4,952,294

1,730,491

Bank loans due within one year

18

-

(9,775,000)

Net current (liabilities) / assets

 

4,952,294

(8,044,509)

Total assets less current liabilities

 

11,460,254

5,672,021

Creditors: Amounts falling due after more than one year

18

38,713,005

34,486,828

Provisions for liabilities

20

75,811

684,623

Capital and reserves

 

Called up share capital

22

6,000

6,000

Share premium reserve

544,400

544,400

Retained earnings

(27,878,962)

(30,049,830)

Equity attributable to owners of the company

 

(27,328,562)

(29,499,430)

Total equity

 

(27,328,562)

(29,499,430)

Total capital, reserves and long term liabilities

 

11,460,254

5,672,021

Approved and authorised by the Board on 10 May 2024 and signed on its behalf by:

.........................................

S M Beckwith

Director

 

DC2 Topco Limited

(Registration number: SC579748)
Balance Sheet as at 31 December 2023

Note

2023
 £

2022
 £

Fixed assets

 

Investments

14

410,000

410,000

Current assets

 

Debtors: Amounts falling due within one year

17

241,141

149,278

Debtors: Amounts falling due after more than one year

17

118,983

-

 

360,124

149,278

Creditors: Amounts falling due within one year

18

(67,766)

(61,191)

Net current assets

 

292,358

88,087

Total assets less current liabilities

 

702,358

498,087

Creditors: Amounts falling due after more than one year

18

(318,330)

-

Net assets

 

384,028

498,087

Capital and reserves

 

Called up share capital

22

6,000

6,000

Share premium reserve

544,400

544,400

Profit and loss account

(166,372)

(52,313)

Total equity

 

384,028

498,087

The company made a loss after tax for the financial year of £114,059 (2022 - loss of £28,544).

Approved and authorised by the Board on 10 May 2024 and signed on its behalf by:
 

S M Beckwith
Director

 

DC2 Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

6,000

544,400

(30,049,830)

(29,499,430)

Profit for the year

-

-

2,170,868

2,170,868

At 31 December 2023

6,000

544,400

(27,878,962)

(27,328,562)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2022

6,000

544,400

(23,018,911)

(22,468,511)

Loss for the year

-

-

(7,030,919)

(7,030,919)

At 31 December 2022

6,000

544,400

(30,049,830)

(29,499,430)

 

DC2 Topco Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

6,000

544,400

(52,313)

498,087

Loss for the year

-

-

(114,059)

(114,059)

At 31 December 2023

6,000

544,400

(166,372)

384,028

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2022

6,000

544,400

(23,769)

526,631

Loss for the year

-

-

(28,544)

(28,544)

At 31 December 2022

6,000

544,400

(52,313)

498,087

 

DC2 Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Loss for the year

 

2,170,868

(7,030,919)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,113,323

1,896,979

Profit from disposal of subsidiary company

(7,147,373)

-

Finance income

(17,566)

(1,886)

Finance costs

7

4,734,546

4,979,060

Income tax expense

11

(605,056)

(1,246,618)

 

248,742

(1,403,384)

Working capital adjustments

 

Increase in stocks

16

(10,488)

(4,800)

(Increase)/decrease in debtors

17

(209,371)

334,175

(Decrease)/increase in creditors and provisions

18

(1,012,737)

8,981

Cash generated from operations

 

(983,854)

(1,065,028)

Income taxes received

11

529

127,579

Net cash flow from operating activities

 

(983,325)

(937,449)

Cash flows from investing activities

 

Interest received

17,566

1,886

Acquisitions of tangible assets

(338,084)

(283,151)

Proceeds from sale of subsidiary company

 

13,417,468

-

Disposals of tangible assets

 

4,000

668

Net cash flows from investing activities

 

13,100,950

(280,597)

Cash flows from financing activities

 

Interest paid

 

(644,817)

(323,535)

Repayment of bank borrowing

 

(9,775,000)

-

Hire purchase advances

 

79,000

158,737

Payments to finance lease creditors

 

(173,484)

(174,056)

Advance of loan notes

 

-

500,000

Payments on other non current financial liabilities

 

(50,058)

(100,000)

Net cash flows from financing activities

 

(10,564,359)

61,146

Net increase/(decrease) in cash and cash equivalents

 

1,553,266

(1,156,900)

Cash and cash equivalents at 1 January

 

(656,729)

500,171

Cash and cash equivalents at 31 December

 

896,537

(656,729)

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in Scotland.

The address of its registered office is:
147 St George's Road
Glasgow
G3 6LB

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

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

The results of subsidiaries 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 purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

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.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Going concern

The group has sufficient resources through the provision of long term support of its principal shareholder. The directors have prepared forecasts that indicate that the group will return to profitability over the next 2 years and that this combined with the support of the shareholder will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Key sources of estimation uncertainty and judgements

The company makes estimates and judgements concerning the future. The resulting accounting estimates will by definition, seldom equal the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Provisions for funeral plan services

The directors have made a judgement on the number of funeral plans they anticipate will be cancelled and have created a provision for this. The directors will review this annually and adjust it to reflect actual cancellation rates as the book of plans matures.

Funeral plan revenue recognition

For all funeral plans, the commission element earned in each sale is recorded within the financial statements. The directors have assessed the revenue recognition for each variety of plan separately and made the appropriate adjustments within the financial statements for cut off.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold property and property improvements

4% straight line

Plant and machinery

20% reducing balance

Fixtures and fittings

25% reducing balance

Motor vehicles

25% reducing balance

Computer equipment

33% straight line

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

3

Revenue

The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Other income

-

123,343

Other operating income consists of monies received in respect of COVID related government grants.

 

5

Operating profit

Arrived at after charging

2023
 £

2022
 £

Depreciation expense

467,610

605,986

Amortisation expense (including impairment expense)

621,458

1,287,450

Operating lease expense - property

624,251

670,017

Operating lease expense - plant and machinery

27,762

30,280

Operating lease expense - other

-

1,943

Loss on disposal of property, plant and equipment

24,255

3,543

 

6

Exceptional items

2023
 £

2022
 £

Exceptional expenses

152,267

1,242,038

Exceptional items in the current year comprises £51,730 of vacant property and dilapidation costs, a credit of £323,771 of deferred interest on other non-current financial liabilities, £179,704 of non recurring legal and professional fees and £244,604 of other non-recurring costs.

Exceptional items in the prior year comprises £467,426 of payroll costs, £146,782 of property costs, £129,806 intercompany loan write off relating to a previously disposed subsidiary company, £136,540 of one off bad debt write offs, £83,942 of pre-needs consultancy fees, £68,096 of one-off legal fees and £209,446 of other non-recurring costs.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

7

Interest payable and similar expenses

2023
£

2022
£

Finance costs adjacent to interest

22,162

22,162

Interest on obligations under finance leases and hire purchase contracts

27,859

32,368

Interest expense on other finance liabilities

4,638,289

4,286,446

Bank loan interest payable

46,236

638,084

4,734,546

4,979,060

 

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
 £

2022
 £

Wages and salaries

2,665,188

2,970,168

Social security costs

253,912

295,685

Pension costs, defined contribution scheme

59,739

68,685

2,978,839

3,334,538

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
 No.

2022
 No.

Average number of employees

86

116


 

Company
The company incurred no staff costs and had no employees other than the directors.

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
 £

Remuneration

375,431

415,417

Contributions paid to money purchase schemes

12,000

15,000

387,431

430,417

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

2

2

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

In respect of the highest paid director:

2023
£

2022
£

Remuneration

195,750

195,750

 

10

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

32,234

48,245

Included in the above are corporation tax compliance fees of £6,000 (2022 - £8,500) and accounts preparation fees of £8,000 (2022 - £8,000). Additional non audit fees charged in the year were £7,580 (2022 - £2,945).

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

11

Taxation

Tax charged/(credited) in the profit and loss account

2023
 £

2022
 £

Current taxation

UK corporation tax adjustment to prior periods

(529)

(5,757)

Deferred taxation

Arising from origination and reversal of timing differences

(604,527)

(1,240,861)

Tax receipt in the income statement

(605,056)

(1,246,618)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

Year ended 31 December 2022
£

Year ended 31 December 2021
£

Profit/(loss) before tax

1,565,812

(8,277,537)

Corporation tax at standard rate

367,966

(1,572,732)

Effect of revenues exempt from taxation

(1,675,935)

(511,714)

Effect of expense not deductible in determining taxable profit (tax loss)

662,269

976,802

Effect of tax losses

2,338

27,109

Decrease in tax from adjustment for prior periods

(529)

(68,294)

Tax increase from effect of capital allowances and depreciation

38,835

17,826

Tax decrease from effect of losses carried back and deferred tax movements

-

(115,615)

Total tax credit

(605,056)

(1,246,618)

The Group has tax losses of £13,848,128 (2022 - £13,476,992) available to carry forward and offset against future taxable profits. Deferred tax assets of £3,462,032 (2022 - £3,369,248) and £2,144,902 (2022 - £1,587,479) in respect of unpaid loan note interest, calculated at a rate of 25% (2022 - 25%), have been included within the financial statements on the grounds that they are recoverable.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Asset
£

Difference between accumulated depreciation and amortisation and capital allowances

(225,157)

Tax losses

3,462,032

Other timing differences

2,144,902

5,381,777

2022

Asset
£

Difference between accumulated depreciation and amortisation and capital allowances

(135,034)

Tax losses

3,369,248

Other timing differences

1,408,002

4,642,216

Company

Deferred tax assets and liabilities

2023

Asset
£

Tax losses

8,761

2022

Asset
£

Tax losses

8,761

 

12

Intangible assets

Group

Goodwill
 £

Cost

At 1 January 2023

12,687,797

Disposals

(6,656,296)

At 31 December 2023

6,031,501

Amortisation

At 1 January 2023

5,434,789

Amortisation charge

621,458

Amortisation eliminated on disposals

(2,468,601)

At 31 December 2023

3,587,646

Carrying amount

At 31 December 2023

2,443,855

At 31 December 2022

7,253,008

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

13

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

At 1 January 2023

4,883,036

2,484,137

1,380,496

8,747,669

Additions

135,965

123,119

79,000

338,084

Disposals

(1,428,066)

(1,659,444)

(40,668)

(3,128,178)

At 31 December 2023

3,590,935

947,812

1,418,828

5,957,575

Depreciation

At 1 January 2023

531,757

1,015,469

736,921

2,284,147

Charge for the year

142,025

161,182

164,403

467,610

Eliminated on disposal

(185,632)

(638,778)

(33,877)

(858,287)

At 31 December 2023

488,150

537,873

867,447

1,893,470

Carrying amount

At 31 December 2023

3,102,785

409,939

551,381

4,064,105

At 31 December 2022

4,351,279

1,468,668

643,575

6,463,522


Leased assets
Included within the net book value of tangible fixed assets is £506,835 (2022 - £613,682) in respect of assets held under finance leases and similar hire purchase contracts. Depreciation for the year on these assets was £156,934 (2022 - £191,334).

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

14

Investments

Company

2023
£

2022
£

Investments in subsidiaries

410,000

410,000

Subsidiaries

£

Cost and carrying amount

At 1 January 2023 and at 31 December 2023

410,000


 

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

DC2 Midco Limited

Ordinary

100%

100%

 

Scotland

     

DC2 Finco Limited *

Ordinary

100%

100%

 

Scotland

     

DC2 Bidco Limited **

Ordinary

100%

100%

 

Scotland

     

The Independent Family Funeral Directors Limited ***

Ordinary

100%

100%

 

Scotland

     

Deery Funeral Services Limited ****

Ordinary

100%

100%

 

Scotland

     

Paisley Cemetery Company, Limited ****

Ordinary

0%

100%

 

Scotland

     

David Robb Independent Funeral Directors Ltd ****

Ordinary

100%

100%

 

Scotland

     

* - Indirectly held via DC2 Midco Limited
** - Indirectly held via DC2 Finco Limited
*** - Indirectly held via DC2 Bidco Limited
**** - Indirectly held via The Independent Family Funeral Directors Limited

The principal activity of DC2 Midco Limited, DC2 Finco Limited and DC2 Bidco Limited is that of holding companies. The principal activity of all other subsidiaries is the provision of funeral services, other than David Robb Independent Funeral Directors Ltd and Deery Funeral Services Limited, which are dormant companies.

All subsidiary companies have the same registered office as DC2 Topco Limited.

 

15

Disposal of subsidiary

On 19 January 2023, the group disposed of its 100% shareholding in Paisley Cemetery Company Limited for a profit of £7,147,373. No results for the period 1 January 2023 to 19 January 2023 have been included in the consolidated accounts on the basis that they are immaterial.

 

16

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Raw materials and consumables

83,477

72,989

-

-

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

17

Debtors

   

Group

Company

Note

2023
 £

2022
£

2023
 £

2022
 £

Trade debtors

 

293,686

315,934

-

-

Other debtors

 

260,064

147,577

711

-

Prepayments

 

324,673

348,151

-

-

Deferred tax asset

11

5,381,777

4,642,216

8,761

8,761

Amounts owed by group undertakings

 

-

-

350,652

140,517

   

6,260,200

5,453,878

360,124

149,278

Less non-current portion

 

-

-

(118,983)

-

Total current trade and other debtors

 

6,260,200

5,453,878

241,141

149,278

 

18

Creditors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

 

Loans and borrowings

19

185,568

10,840,734

-

-

Trade creditors

 

914,850

1,013,147

61,092

24,999

Amounts due to related parties

24

-

-

-

31,192

Social security and other taxes

 

205,964

222,985

-

-

Outstanding defined contribution pension costs

 

9,624

9,509

-

-

Other creditors

 

490,319

441,415

-

-

Accrued expenses

 

465,558

1,183,058

6,674

5,000

Deferred income

 

16,055

-

-

-

 

2,287,938

13,710,848

67,766

61,191

Due after one year

 

Loans and borrowings

19

37,127,081

32,575,495

-

-

Other non-current financial liabilities

 

1,585,924

1,911,333

-

-

Amounts owed to group undertakings

 

-

-

318,330

-

 

38,713,005

34,486,828

318,330

-

Other non-current financial liabilities consists of a liability due to the provider of the group's funeral plans. Interest accrues on this liability at 3% per annum and is repayable over 10 years.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

19

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Bank borrowings

-

9,775,000

-

-

Bank overdrafts

18

796,201

-

-

HP and finance lease liabilities

133,970

169,533

-

-

Other borrowings

51,580

100,000

-

-

185,568

10,840,734

-

-

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

HP and finance lease liabilities

392,487

451,408

-

-

Other borrowings

36,734,594

32,124,087

-

-

37,127,081

32,575,495

-

-

Included in other borrowings are loan notes of £19,549,600 (2022 - £19,549,600) which are repayable in full on 1 April 2027. Interest is accrued at the rate of either 12.5% or 17.5% per annum, and totals £17,271,040 (2022 - £12,682,695) accrued as at 31 December 2023. Debt costs relating to the loan note drawdown have been netted off against the debt owing of £86,046 (2022 - £108,208), and amortisation has been charged to the profit and loss account on this balance in the year of £22,162 (2022 - £22,162).

During the year, the group repaid its bank loan in full using proceeds from the sale of a subsidiary company.

Hire purchase and finance lease liabilities are secured against the assets to which they relate.

 

20

Provisions for liabilities

Group

Clawback provisions
£

At 1 January 2023

684,623

Movement in the year

(608,812)

At 31 December 2023

75,811

 

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £59,739 (2022 - £68,685).

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

22

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

A Ordinary shares of £0.01 each

360,000

3,600

360,000

3,600

B1 Ordinary shares of £0.01 each

45,000

450

45,000

450

B2 Ordinary shares of £0.01 each

45,000

450

45,000

450

B3 Ordinary shares of £0.03 each

50,000

1,500

50,000

1,500

 

500,000

6,000

500,000

6,000

Rights, preferences and restrictions

The different classes of share referred to above carry varying rights as detailed in the company's Articles of Association.

 

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

670,942

691,489

Later than one year and not later than five years

2,297,562

2,253,818

Later than five years

1,127,148

1,089,074

4,095,652

4,034,381

 

24

Related party transactions

The group owes a total of £18,840,000 (2022 - £18,840,000) in loan notes to the group's controlling party, August Equity Partners IV GP Limited. Cumulative interest of £16,485,855 (2022 - £12,070,622) has been accrued on these loan notes and is included in creditors at the year end.

The group owed a total of £700,600 (2022 - £700,600) in loan notes to former directors of the group and their family members. Cumulative interest of £785,185 (2022 - £612,073) has been accrued on these loan notes and is included in creditors at the year end.

During the year, the group entered into transactions amounting to £167,165 (2022 - £132,093) with Air IT Limited, another company controlled by August Equity LLP (a related entity of the group's ultimate controlling party). At the balance sheet date, the group owed £26,156 (2022 - £26,219) to Air IT Limited.

 

DC2 Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

25

Analysis of changes in net debt

Group

At 1 January 2023
£

Financing cash flows
£

Other non-cash changes
£

At 31 December 2023
£

Cash and cash equivalents

Cash (net of overdraft)

(656,729)

1,553,266

-

896,537

Borrowings

Short term bank borrowings

(9,775,000)

9,775,000

-

-

Lease liabilities, due within one year

(169,533)

94,484

(58,921)

(133,970)

Lease liabilities, due after one year

(451,408)

-

58,921

(392,487)

Loan notes

(32,124,087)

-

(4,610,507)

(36,734,594)

Other loans

(2,011,333)

50,058

323,771

(1,637,504)

(44,531,361)

9,919,542

(4,286,736)

(38,898,555)

 

(45,188,090)

11,472,808

(4,286,736)

(38,002,018)

Non-cash comprise primarily of accrued loan note interest and deferred interest on the other loan.

 

26

Parent and ultimate parent undertaking

The ultimate controlling party is August Equity Partners IV General Partner LLP, a limited liability partnership incorporated in England and Wales, which is considered to have no single controlling party.