REGISTERED NUMBER: 04635359 (England and Wales) |
B. Dugdale & Son Limited |
Group Strategic Report, |
Report of the Directors and |
Audited |
Consolidated Financial Statements |
for the Year Ended 30 April 2024 |
REGISTERED NUMBER: 04635359 (England and Wales) |
B. Dugdale & Son Limited |
Group Strategic Report, |
Report of the Directors and |
Audited |
Consolidated Financial Statements |
for the Year Ended 30 April 2024 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Contents of the Consolidated Financial Statements |
for the year ended 30 April 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 8 |
Consolidated Income Statement | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 20 |
B. Dugdale & Son Limited |
Company Information |
for the year ended 30 April 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and |
Statutory Auditor |
28 Eaton Avenue |
Matrix Office Park |
Buckshaw Village |
Chorley |
Lancashire |
PR7 7NA |
B. Dugdale & Son Limited (Registered number: 04635359) |
Group Strategic Report |
for the year ended 30 April 2024 |
The directors present their strategic report of the company and the group for the year ended 30 April 2024. |
B. Dugdale & Son Limited is the ultimate parent undertaking for the main trading subsidiary, Dugdale Nutrition Limited, plus other subsidiary undertakings. B. Dugdale & Son Limited's principal activity is being a holding company owning the land and buildings from which Dugdale Nutrition Limited undertakes the trade of manufacturing and retailing of animal feedstuffs. |
REVIEW OF BUSINESS |
With the dramatic events in the food markets in the previous trading year following the outbreak of war in Ukraine, and the subsequent rapid inflation in the cost of raw materials and the price paid for milk on farm, this trading year saw a gradual return to more normalised trading conditions. The raw material markets returned to pre-war levels, and this has reduced the Group's turnover in the year. The record price paid for milk and the subsequent high levels of profitability of dairy farmers mentioned in the previous year's report, proved to be a very short-lived event. Dairy farmers were under significant pressure throughout this trading year and reduced their spending accordingly. Beef and lamb on the other hand enjoyed extremely buoyant prices and sales of both beef and lamb feed were strong in this year. Overall volumes held up extremely well throughout the year but margins were put under pressure by the fall of raw material values devaluing current stocks. This has led to a decline in profits compared to the previous year. |
In a year of reduced milk prices and reduced national demand, the Group has delivered a profit before taxation of £860,524 (2023: £1,938,809). |
The group's commitment to delivering outstanding customer service and products necessitates a continual plan of capital investment. The fleet has continued to be refreshed as the 7 days a week delivery service the group offers its customers is a key component in our success. A modern up to date fleet with good reliability is essential. Further additions to the manufacturing facilities have also been made in the trading year. |
KEY PERFORMANCE INDICATORS |
2024 | 2023 |
Gross profit margin | 14.8% | 14.8% |
Operating profit margin | 1.2% | 2.4% |
Return on capital employed (profit after tax / shareholders funds) | 3.6% | 10.5% |
Capital spend (both investments and tangible assets) | £2.8m | £2.0m |
PRINCIPAL RISKS AND UNCERTAINTIES |
The diary market is undergoing a large reduction in milk prices at the present time caused in part by the overproduction throughout the world in response to record prices. This significant drop in our customers income will inevitably put pressure on volumes and cash flows and will impact upon the Group. This next year will continue to be challenging and we are likely to see a number of customers exit the industry, but the directors view is that we are well placed to meet these challenges and deliver another strong year. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Group Strategic Report |
for the year ended 30 April 2024 |
SECTION 172(1) STATEMENT |
In governing the Group on behalf of its shareholders and discharging their duties under section 172, the board has had regard to the factors set out in section 172 (see below) and other factors which the board considers appropriate. |
Matters identified that may affect the Group and company's performance in the long term are set out in the principal risks disclosed in the strategic report below. |
The Group and company has engaged with key stakeholders and the outcome from such engagement has been considered by the directors during the decision-making process where appropriate. |
SECTION 172 FACTORS |
Section 172 requires a director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: |
a) | The likely long-term consequences of the decision; |
b) | The interests of the company's employees; |
c) | The need to foster the company's business relationships with suppliers, customers, and others; |
d) | The impact of the company's operations on the community and the environment; |
e) | The desire to maintain the company's reputation for high standards of business conduct; and |
f) | The need to act fairly between members of the company. |
Shareholder and long term strategy |
As the parent company of Dugdale Nutrition Limited, a leading supplier of animal feedstuffs throughout the north of England, the directors have to consider the Group as a whole in the discharge of their duties. The directors have monthly review meetings with the board of Dugdale Nutrition Limited to review the performance of the Group. |
The board looks to all directors and senior management in the Group for initiatives and guidance and takes these into account in its decision making processes and to identify matters which may have an impact on any proposed decision including, where relevant, section 172 factors as outlined above. |
Any key investment decisions are made with the involvement of the directors of Dugdale Nutrition Limited. Long term investments are based on strategic decisions to underpin the growth of the Group as a whole. This has proven to have been very successful in recent years enabling steady growth. The Group continues to review capacity and investment decisions are based largely on ensuring Dugdale Nutrition Limited can fulfil its customer's needs |
B. Dugdale & Son Limited (Registered number: 04635359) |
Group Strategic Report |
for the year ended 30 April 2024 |
Customers |
The board give their full support to the whole Dugdale Nutrition Limited employee team to ensure they deliver the best customer business relationship they can. The recognises the importance of behaving responsibly in treating all its customers fairly. |
Communities |
Through Dugdale Nutrition Limited, the Group seeks to support the community areas in which it trades. This includes supporting the Air Ambulance, the Field Nurse charity and McMillan Cancer coffee mornings among others. |
Employees |
The Group's employees are fundamental to the delivery of its' strategy and sustainability. The Group aims to be a responsible employer and is committed to enabling its people to achieve by maintaining its policy of training and career development. |
Suppliers |
The Group assess its supplier relationships across a number of key risk areas to ensure critical and high dependency suppliers remain aligned to the Group's values. Regular supplier meetings take place across the Group. |
Results, business review and future developments |
Throughout the year the directors monitor the performance of the Group as a whole against the Group's strategy and targets. In line with these, the key decisions taken across the Group during the financial year were; |
- the capital spend of £2.8m to further invest in quality new assets to improve our products and delivery; |
- liaising with both customers and suppliers to try as far as possible to be fair in our trade dealings as the price of raw materials, animal feeds and farming produce fluctuates back and forth, largely due to factors out of all our control. |
ON BEHALF OF THE BOARD: |
B. Dugdale & Son Limited (Registered number: 04635359) |
Report of the Directors |
for the year ended 30 April 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 April 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the manufacture and distribution of animal foods. |
DIVIDENDS |
The total distribution of dividends for the year ended 30 April 2024 will be £70,950 (2023: £70,950). |
FUTURE DEVELOPMENTS |
The group will look to continue to develop its direct-to-the-market sales team and to forge longstanding relationships with existing and new wholesale customers. The group will also look to explore further opportunities to develop its offering to its core customer base of Dairy, Beef and Sheep farmers. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STREAMLINED ENERGY AND CARBON REPORTING |
B.Dugdale & Son Limited's greenhouse gas emissions, reportable under the Streamlined Energy and Carbon Reporting (SECR) for the period 1 May 2023 to 30 April 2024 were 5,116 tonnes CO2e (2023: 5,056). These include the emissions associated with electricity, kerosene and business travel in company and private vehicles by employees. In accordance with the legislation an intensity ratio has been calculated, and for B.Dugdale & Son Limited, this is 63.65 tonnes CO2e per £m revenue (2023: 59.48). |
Greenhouse gas emissions |
Greenhouse gas emissions for the year 2023/24 expressed in tonnes CO2e ("tCO2e") totalled 5,116 (100%) on revenues of £80m equating to an Intensity ratio (tCO2e per £m of revenue) of 63.65. This can be broken down as: |
2024 | 2023 |
Electricity | 2,068 (41% | ) | 1,980 (39% | ) |
Kerosene | 323 (6% | ) | 413 (8% | ) |
Transport | 2,725 (53% | ) | 2,663 (53% | ) |
The breakdown of greenhouse gas emissions by scope for the year 2023/24 expressed in tonnes CO2e were: |
2024 | 2023 |
Scope 1- Transport | 2,725 (53% | ) | 2,663 (53% | ) |
Scope 2- Electricity & Kerosene | 2,391 (47% | ) | 2,393 (47% | ) |
B. Dugdale & Son Limited (Registered number: 04635359) |
Report of the Directors |
for the year ended 30 April 2024 |
Energy consumption |
Energy consumption by year |
2024 | 2023 |
Electricity, kWh | 9,741,761 (44% | ) | 9,326,685 (42% | ) |
Kerosene, KWh | 1,248,272 (5% | ) | 1,630,015 (7% | ) |
Transport fuel, kWh |
11,279,906 (51% |
) |
11,291,671 (51% |
) |
Total Energy Consumption (kWh) |
22,269,939 (100% |
) |
22,248,371 (100% |
) |
Boundary, methodology and exclusions |
An 'operational control' approach has been used to define the Greenhouse Gas emissions boundary. This approach captures emissions associated with the operation of all buildings such as warehouses, offices, and manufacturing sites, plus company-owned and leased transport. This report covers UK operations only, as required by SECR for Non-Quoted Large Companies. |
This information was collected and reported in line with the methodology set out in the UK Government's Environmental Reporting Guidelines, 2019. Emissions have been calculated using the latest conversion factors provided by the UK Government. There are no material omissions from the mandatory reporting scope. The reporting period is 1 May 2023 to 30 April 2024, as per the financial accounts. |
Energy efficiency initiatives |
The company has been pro-active in the 2023/24 reporting period and we have set out the following energy efficiency initiatives: |
Replacement of all office area to LED lights, |
Move towards better more efficient motors in our mills, |
Move towards more efficient vehicles of which all are Euro 6, |
More meetings held on Microsoft Teams to prevent unnecessary travel. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Report of the Directors |
for the year ended 30 April 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, McMillan & Co LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
B. Dugdale & Son Limited |
Opinion |
We have audited the financial statements of B. Dugdale & Son Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
B. Dugdale & Son Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
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 six, 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 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
- | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
Report of the Independent Auditors to the Members of |
B. Dugdale & Son Limited |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; and |
- | tested journal entries to identify unusual transactions, |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and |
Statutory Auditor |
B. Dugdale & Son Limited (Registered number: 04635359) |
Consolidated Income Statement |
for the year ended 30 April 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 80,373,118 | 85,028,611 |
Cost of sales | 68,499,161 | 72,441,494 |
GROSS PROFIT | 11,873,957 | 12,587,117 |
Distribution costs | 7,144,159 | 6,877,476 |
Administrative expenses | 3,756,621 | 3,686,723 |
10,900,780 | 10,564,199 |
OPERATING PROFIT | 4 | 973,177 | 2,022,918 |
Income from fixed asset investments | 508 | 508 |
973,685 | 2,023,426 |
Interest payable and similar expenses | 5 | 113,161 | 84,617 |
PROFIT BEFORE TAXATION | 860,524 | 1,938,809 |
Tax on profit | 6 | 320,148 | 404,208 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 540,376 | 1,534,601 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Consolidated Other Comprehensive Income |
for the year ended 30 April 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 540,376 | 1,534,601 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
540,376 |
1,534,601 |
Total comprehensive income attributable to: |
Owners of the parent | 540,376 | 1,534,601 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Consolidated Balance Sheet |
30 April 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 1,204,269 | 1,380,504 |
Tangible assets | 10 | 11,085,574 | 9,942,819 |
Investments | 11 | 76,611 | 76,611 |
12,366,454 | 11,399,934 |
CURRENT ASSETS |
Stocks | 12 | 2,006,590 | 2,933,147 |
Debtors | 13 | 8,858,618 | 10,517,294 |
Cash at bank | 156,443 | - |
11,021,651 | 13,450,441 |
CREDITORS |
Amounts falling due within one year | 14 | 5,758,644 | 8,571,008 |
NET CURRENT ASSETS | 5,263,007 | 4,879,433 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
17,629,461 |
16,279,367 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(865,906 |
) |
(305,387 |
) |
PROVISIONS FOR LIABILITIES | 19 | (1,712,924 | ) | (1,392,775 | ) |
NET ASSETS | 15,050,631 | 14,581,205 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 28,380 | 28,380 |
Revaluation reserve | 21 | 377,960 | 377,960 |
Capital redemption reserve | 21 | 36,000 | 36,000 |
Retained earnings | 21 | 14,608,291 | 14,138,865 |
SHAREHOLDERS' FUNDS | 15,050,631 | 14,581,205 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2024 and were signed on its behalf by: |
MR Dugdale - Director |
B. Dugdale & Son Limited (Registered number: 04635359) |
Company Balance Sheet |
30 April 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 19 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Revaluation reserve | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 638,166 | 392,239 |
The financial statements were approved by the Board of Directors and authorised for issue on |
B. Dugdale & Son Limited (Registered number: 04635359) |
Consolidated Statement of Changes in Equity |
for the year ended 30 April 2024 |
Called up | Capital |
share | Retained | Revaluation | redemption | Total |
capital | earnings | reserve | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 May 2022 | 28,380 | 12,675,214 | 377,960 | 36,000 | 13,117,554 |
Changes in equity |
Dividends | - | (70,950 | ) | - | - | (70,950 | ) |
Total comprehensive income | - | 1,534,601 | - | - | 1,534,601 |
Balance at 30 April 2023 | 28,380 | 14,138,865 | 377,960 | 36,000 | 14,581,205 |
Changes in equity |
Dividends | - | (70,950 | ) | - | - | (70,950 | ) |
Total comprehensive income | - | 540,376 | - | - | 540,376 |
Balance at 30 April 2024 | 28,380 | 14,608,291 | 377,960 | 36,000 | 15,050,631 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Company Statement of Changes in Equity |
for the year ended 30 April 2024 |
Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 May 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 April 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30 April 2024 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Consolidated Cash Flow Statement |
for the year ended 30 April 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 3,024,368 | 3,002,657 |
Interest paid | (49,249 | ) | (51,003 | ) |
Interest element of hire purchase payments paid |
(63,912 |
) |
(33,614 |
) |
Tax paid | (125,043 | ) | - |
Net cash from operating activities | 2,786,164 | 2,918,040 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (1,756,891 | ) | (1,990,652 | ) |
Sale of tangible fixed assets | 269,550 | 208,445 |
Dividends received | 508 | 508 |
Net cash from investing activities | (1,486,833 | ) | (1,781,699 | ) |
Cash flows from financing activities |
New HP loans in year | - | 547,043 |
HP capital repayments in year | (120,670 | ) | (764,243 | ) |
Equity dividends paid | (70,950 | ) | (70,950 | ) |
Net cash from financing activities | (191,620 | ) | (288,150 | ) |
Increase in cash and cash equivalents | 1,107,711 | 848,191 |
Cash and cash equivalents at beginning of year |
2 |
(951,268 |
) |
(1,799,459 |
) |
Cash and cash equivalents at end of year |
2 |
156,443 |
(951,268 |
) |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 30 April 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 860,524 | 1,938,809 |
Depreciation charges | 1,640,183 | 1,483,980 |
Profit on disposal of fixed assets | (44,362 | ) | (18,061 | ) |
Finance costs | 113,161 | 84,617 |
Finance income | (508 | ) | (508 | ) |
2,568,998 | 3,488,837 |
Decrease/(increase) in stocks | 926,557 | (798,074 | ) |
Decrease/(increase) in trade and other debtors | 1,658,676 | (779,901 | ) |
(Decrease)/increase in trade and other creditors | (2,129,863 | ) | 1,091,795 |
Cash generated from operations | 3,024,368 | 3,002,657 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 April 2024 |
30/4/24 | 1/5/23 |
£ | £ |
Cash and cash equivalents | 156,443 | - |
Bank overdrafts | - | (951,268 | ) |
156,443 | (951,268 | ) |
Year ended 30 April 2023 |
30/4/23 | 1/5/22 |
£ | £ |
Bank overdrafts | (951,268 | ) | (1,799,459 | ) |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 30 April 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1/5/23 | Cash flow | changes | At 30/4/24 |
£ | £ | £ | £ |
Net cash |
Cash at bank | - | 156,443 | 156,443 |
Bank overdrafts | (951,268 | ) | 951,268 | - |
(951,268 | ) | 1,107,711 | 156,443 |
Debt |
Finance leases | (452,295 | ) | 120,670 | (1,075,000 | ) | (1,406,625 | ) |
(452,295 | ) | 120,670 | (1,075,000 | ) | (1,406,625 | ) |
Total | (1,403,563 | ) | 1,228,381 | (1,075,000 | ) | (1,250,182 | ) |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements |
for the year ended 30 April 2024 |
1. | STATUTORY INFORMATION |
B. Dugdale & Son Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
The amounts in the financial statements have been rounded to the nearest £1. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going Concern and business continuity |
Notwithstanding the uncertainty caused by the on-going conflict in Ukraine and the effect this will have on the raw material supply chain and prices, the Group continues to trade profitably. The directors have prepared forecasts which cover a period of at least 12 months from the date of approval of the financial statements and the directors confirm that the going concern basis remains appropriate for the preparation of the financial statements. |
Basis of consolidation |
The consolidated financial statements consolidate the accounts of B. Dugdale & Son Limited, its subsidiary undertakings and include the group's interest in associates. |
Entities over which the group has the ability to exercise control are accounted for as subsidiaries. Entities that are not subsidiaries but where the group has significant influence are accounted for as associates. The results and assets and liabilities of associates are included in the consolidated accounts using the equity method of accounting. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Goodwill is measured at cost less accumulated amortisation and any accumulated impairment losses. |
Amortisation is charged so as to allocate the cost over the estimated useful life of the goodwill using the straight-line method. Goodwill has arisen on the acquisition of businesses in 2018, and in 2021. The amortisation periods were 3 and 10 years respectively. |
If there is an indication that there has been a significant change in amortisation rate or estimated useful life, the amortisation of that asset is revised prospectively to reflect the new expectations. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Freehold property | - 1 and 2% on cost |
Short leasehold improvements | - 10% on cost |
Long leasehold property | - 1 and 2% on cost |
Plant and machinery | - 10% on cost |
Office equipment | - 25% on cost |
Motor vehicles | - 20% on reducing balance |
No depreciation is provided on land. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
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. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Investments |
Investments are recognised at cost less any diminution in value. |
3. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 4,688,037 | 4,425,992 |
Social security costs | 539,112 | 455,614 |
Other pension costs | 573,015 | 458,885 |
5,800,164 | 5,340,491 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Management | 6 | 6 |
Sales | 14 | 12 |
Administration | 17 | 20 |
Operational | 95 | 87 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 136,802 | 158,721 |
Directors' pension contributions to money purchase schemes | 20,773 | 18,090 |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Hire of plant and machinery | 91,206 | 158,512 |
Depreciation - owned assets | 1,261,537 | 1,286,288 |
Depreciation - assets on hire purchase contracts | 202,411 | 21,457 |
Profit on disposal of fixed assets | (44,362 | ) | (18,061 | ) |
Goodwill amortisation | 176,235 | 176,235 |
Auditors' remuneration | 8,000 | 7,750 |
Taxation compliance services | 3,600 | 3,450 |
Other non- audit services | 4,200 | 4,100 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest | 49,249 | 51,003 |
Hire purchase | 63,912 | 33,614 |
113,161 | 84,617 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | - | 125,043 |
Deferred tax: |
Timing differences in the year | 320,148 | 279,165 |
Tax on profit | 320,148 | 404,208 |
UK corporation tax has been charged at 25 % (2023 - 25 %). |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 860,524 | 1,938,809 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
215,131 |
484,702 |
Effects of: |
Expenses not deductible for tax purposes | 2,459 | 15,473 |
Dividends received non taxable | (127 | ) | (127 | ) |
Change in rate of corporation and deferred tax | - | (35,325 | ) |
Capital and other expenditure qualifying for enhanced deductions | 13,150 | (132,453 | ) |
Goodwill amortisation non allowable | 44,059 | 44,059 |
Adjustments to prior years, capital gains and other timing differences | 45,476 |
27,879 |
Total tax charge | 320,148 | 404,208 |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
8. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Dividends paid | 70,950 | 70,950 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 | 2,946,585 |
AMORTISATION |
At 1 May 2023 | 1,566,081 |
Amortisation for year | 176,235 |
At 30 April 2024 | 1,742,316 |
NET BOOK VALUE |
At 30 April 2024 | 1,204,269 |
At 30 April 2023 | 1,380,504 |
10. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Long |
property | Leasehold | leasehold |
£ | £ | £ |
COST |
At 1 May 2023 | 2,940,964 | 500,848 | 1,055,858 |
Additions | - | - | - |
Disposals | - | - | - |
At 30 April 2024 | 2,940,964 | 500,848 | 1,055,858 |
DEPRECIATION |
At 1 May 2023 | 361,301 | 93,552 | 144,559 |
Charge for year | 47,234 | 50,085 | 19,811 |
Eliminated on disposal | - | - | - |
At 30 April 2024 | 408,535 | 143,637 | 164,370 |
NET BOOK VALUE |
At 30 April 2024 | 2,532,429 | 357,211 | 891,488 |
At 30 April 2023 | 2,579,663 | 407,296 | 911,299 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Plant and | Office | Motor |
machinery | equipment | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 1 May 2023 | 11,703,680 | 153,770 | 4,224,480 | 20,579,600 |
Additions | 1,163,203 | - | 1,668,688 | 2,831,891 |
Disposals | (489,917 | ) | (153,770 | ) | (686,052 | ) | (1,329,739 | ) |
At 30 April 2024 | 12,376,966 | - | 5,207,116 | 22,081,752 |
DEPRECIATION |
At 1 May 2023 | 8,243,383 | 153,770 | 1,640,216 | 10,636,781 |
Charge for year | 743,038 | - | 603,780 | 1,463,948 |
Eliminated on disposal | (489,917 | ) | (153,770 | ) | (460,864 | ) | (1,104,551 | ) |
At 30 April 2024 | 8,496,504 | - | 1,783,132 | 10,996,178 |
NET BOOK VALUE |
At 30 April 2024 | 3,880,462 | - | 3,423,984 | 11,085,574 |
At 30 April 2023 | 3,460,297 | - | 2,584,264 | 9,942,819 |
The property at Bellman Mill was professionally revalued on conversion to FRS 102 in 2016 as deemed cost by Trevor Dawson Commercial Property Consultants to £2,465,000 and using a tax rate of 25% (2023: 25%) a deferred tax liability of £125,986 (2023: £125,986) has been recognised, leaving a net revaluation surplus of £377,960 (2023: £377,960). |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1 May 2023 |
and 30 April 2024 | 210,181 | 918,698 | 1,128,879 |
DEPRECIATION |
At 1 May 2023 | 95,829 | 187,075 | 282,904 |
Charge for year | - | 202,411 | 202,411 |
At 30 April 2024 | 95,829 | 389,486 | 485,315 |
NET BOOK VALUE |
At 30 April 2024 | 114,352 | 529,212 | 643,564 |
At 30 April 2023 | 114,352 | 731,623 | 845,975 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
10. | TANGIBLE FIXED ASSETS - continued |
Company |
Freehold | Long | Plant and |
property | leasehold | machinery | Totals |
£ | £ | £ | £ |
COST |
At 1 May 2023 |
and 30 April 2024 |
DEPRECIATION |
At 1 May 2023 |
Charge for year |
At 30 April 2024 |
NET BOOK VALUE |
At 30 April 2024 |
At 30 April 2023 |
Included in cost of land and buildings is freehold land of £ 75,300 (2023 - £ 75,300 ) which is not depreciated. |
11. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 | 76,611 |
NET BOOK VALUE |
At 30 April 2024 | 76,611 |
At 30 April 2023 | 76,611 |
Company |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 May 2023 |
and 30 April 2024 | 5,078,498 |
NET BOOK VALUE |
At 30 April 2024 | 5,078,498 |
At 30 April 2023 | 5,078,498 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
12. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Raw materials | 1,425,202 | 1,775,812 |
Finished goods | 581,388 | 1,157,335 |
2,006,590 | 2,933,147 |
13. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 8,402,065 | 9,769,388 |
Amounts owed by group undertakings | - | - |
Other debtors | 360,810 | 227,951 | - | - |
Prepayments and accrued income | 95,743 | 519,955 |
8,858,618 | 10,517,294 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
13. | DEBTORS - continued |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 8,858,618 | 10,517,294 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | - | 951,268 |
Hire purchase contracts (see note 17) | 540,719 | 146,908 |
Trade creditors | 4,979,417 | 6,845,273 |
Corporation tax | - | 125,043 |
Social security and other taxes | 126,860 | 113,909 |
Accruals and deferred income | 111,648 | 388,607 |
5,758,644 | 8,571,008 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Hire purchase contracts (see note 17) | 865,906 | 305,387 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | - | 951,268 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase | contracts |
2024 | 2023 |
£ | £ |
Net obligations repayable: |
Within one year | 540,719 | 146,908 |
Between one and five years | 865,906 | 305,387 |
1,406,625 | 452,295 |
Group |
Non-cancellable |
operating leases |
2024 | 2023 |
£ | £ |
Within one year | 71,105 | 156,607 |
Between one and five years | 43,513 | 115,559 |
114,618 | 272,166 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2024 | 2023 |
£ | £ |
Bank overdraft | - | 951,268 |
Hire purchase contracts | 1,406,625 | 452,295 |
1,406,625 | 1,403,563 |
The bank loans and overdraft are secured by way of: |
Debenture, dated 7 August 2017, comprising fixed and floating charges over all the property and undertakings of the company B. Dugdale & Son Limited. |
First legal charge dated 8 December 2017 over the freehold property. |
First legal charge dated 30 April 2020 over the leasehold property. |
There is a cross guarantee in place dated 8 December 2017 between B. Dugdale & Son Limited and Dugdale Nutrition Limited. |
The hire purchase and finance lease liabilities are secured on the assets to which they relate. |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Deferred tax |
Accelerated capital allowances | 1,530,610 | 1,210,461 |
Other timing differences | 182,314 | 182,314 | 125,986 | 125,986 |
1,712,924 | 1,392,775 | 146,131 | 145,598 |
Group |
Deferred tax |
£ |
Balance at 1 May 2023 | 1,392,775 |
Charge to Income Statement during year | 320,149 |
Balance at 30 April 2024 | 1,712,924 |
Company |
Deferred tax |
£ |
Balance at 1 May 2023 |
Charge to Income Statement during year |
Balance at 30 April 2024 |
The other timing differences represents the deferred tax due on the revaluation reserve and a transfer of assets between group undertakings and has been calculated using a tax rate of 25% (2023: 25%). |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 28,380 | 28,380 |
21. | RESERVES |
Group |
Capital |
Retained | Revaluation | redemption |
earnings | reserve | reserve | Totals |
£ | £ | £ | £ |
At 1 May 2023 | 14,138,865 | 377,960 | 36,000 | 14,552,825 |
Profit for the year | 540,376 | - | - | 540,376 |
Dividends | (70,950 | ) | - | - | (70,950 | ) |
At 30 April 2024 | 14,608,291 | 377,960 | 36,000 | 15,022,251 |
B. Dugdale & Son Limited (Registered number: 04635359) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 30 April 2024 |
21. | RESERVES - continued |
Company |
Retained | Revaluation |
earnings | reserve | Totals |
£ | £ | £ |
At 1 May 2023 | 14,106,951 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 30 April 2024 | 14,674,167 |
The revaluation reserve is stated net of a deferred tax provision of £125,986 (2023: £125,986). |
22. | ULTIMATE CONTROLLING PARTY |
In the directors' opinion the company is controlled by Mr SB Dugdale and Mr JR Dugdale by virtue of their shareholdings. |