Company registration number 01956726 (England and Wales)
DYSON ENERGY SERVICES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
DYSON ENERGY SERVICES LIMITED
COMPANY INFORMATION
Directors
Mr S Maclean
Mr G A Levinsohn
(Appointed 8 April 2024)
Mr J S Sheridan
(Appointed 30 May 2024)
Mr P J Edwards
(Appointed 30 May 2024)
Company number
01956726
Registered office
Norfolk House
13 Southampton Place
London
WC1A 2AJ
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
DYSON ENERGY SERVICES LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
DYSON ENERGY SERVICES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Principal activity and review of business
The principal activity of Dyson Energy Services Limited (“the Company” or ”DESL”) in the year under review was that of insulation, heating and renewable energy contractors and merchants.
DESL is supporting the UK to become more energy efficient, delivering carbon reduction, whilst addressing fuel poverty, through the delivery of high-quality insulation and renewable services, predominantly drawing on government funding schemes to deliver to the domestic housing market.
Turnover for the year ended 31 March 2024 was £22.8m (year ended 31 March 2023: £15.8m), reporting a profit before tax of £1.9m (year ended 31 March 2023: loss before tax of £1.1m).
The directors were encouraged by the financial performance of the business in the period under review. The business recovered well from a disappointing performance last year with revenue and profit growth of 44% and 273% respectively.
The year to 31 March 2024 was the first full year of delivery of the non-ECO (Energy Company Obligation) government funded revenue streams and was unhindered by the exceptional circumstances for example Covid-19 and the war in Ukraine that had been experienced in previous years.
The return to profitability experienced in Q4 of FY23 continued positively into Q1 of FY24. In Q2 the latest round of government funding was released, supporting further iterations of non-ECO government schemes. This allowed for the implementation of a new pricing strategy for insulation products, with enhanced rates on those achieved in the prior year. With the main element of growth being price rather than volume driven, this impacted positively directly through to margin.
During the year DESL completed its strategic withdrawal from the new build market to improve margins through redeployment of labour to higher margin revenue streams.
Both Renewable Energy and Heating markets, represented key growth opportunities for the business during the year with the new government funding initiatives lending themselves to a blend of insulation products and renewable energy technologies. The business made important strides in these markets with renewables revenue up 79% on prior year with heating revenues 63% on the same period. The business considers these markets as important growth opportunities for the next 12 months and beyond.
DESL is now significantly less reliant on the ECO market with its main revenue streams now being generated from other government funded schemes such as SHDF (Social Housing Decarbonisation Fund) and Sustainable Warmth. Committed funding has substantially increased across all these schemes, with funding recipients now better educated in how and where they can deploy funds, with DESL acting as both main contractor as well as sub-contractor.
The directors are encouraged by the improvement in the Company’s financial performance and continue to see significant organic growth opportunities afforded by the drive to improve the energy efficiency of homes in both the private and non-private domestic markets. The directors view the outlook for the next 12 months and beyond with cautious optimism.
DYSON ENERGY SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risk and uncertainties
There are several potential risks and uncertainties which could have an impact on the business and its financial performance. There are no specific uncertainties of which we are aware other than those identified, monitored and reported at board level and shown below:
Market and regulatory conditions – DESL is exposed to changes in the level of activity from its core customer base and from its customers’ regulator, OFGEM, which in turn is affected by Government Policy. The general economic climate and both business and consumer confidence could also affect the business adversely.
Implications of the UK Exit from the European Market – The impact of Brexit, the formal exit from the European Market continues to impact on the energy services market. Whilst DESL operates entirely in the UK and manufacturing of its core materials are also UK based further impact on supply chain is difficult to assess at this time.
Quality, health and safety - The Company operates in a technical sector using specialised equipment which must be adequately maintained and operated correctly. Failure to do so could expose the Company to losses or fines arising from injury to employees or the public. The Company also operates in a regulated industry sector, i.e., the utility sector, and is contractually obligated to operate its business in defined ways. Not complying with set processes would expose the business to fines and potential losses arising from such a breach. The Company undertakes a risk assessment process prior to all installations and a pre- and post-installation inspection is also carried out.
Key performance indicators
The Company made a profit before tax of £1.9m for the year ended 31 March 2024 (2023 loss before tax: £1.1m).
A summary of the Company’s key performance indicators is set out below:
2024 2023
£’000s £’000s
Turnover 22,829 15,837
Net profit/(loss) before tax 1,909 (1,121)
Net assets/(lliabilities) 296 (1,398)
Number of average employees 163 152
The directors are aware of their health and safety responsibilities. The organisation has a detailed policy in place and conducts regular reviews to ensure that the polices are adhered to. The directors receive regular reports on health and safety issues arising from across the organisation.
In March 2024, the business was awarded the ROSPA Gold award by the British Safety Council. This prestigious award demonstrates DESL’s ongoing commitment to the health and safety of all its stakeholders.
DYSON ENERGY SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Debcarbonisation Policy/plan
DESL remains committed to reducing its impact on the environment through the work we do. The Company has already created a carbon reduction plan in line with the UK Government PPN 06/21 requirement that outlines DESL’s current position and future plan.
In addition, DESL will assess its entire supply chain and eventually measure and reduce its carbon impact via the use of the Greenhouse Gas (GHG) protocol Scopes, 1, 2 and 3 methodologies. The Company understands that this will take considerable time and effort but recognises that this is essential for the business. DESL will, in due course, work towards becoming a Net Zero Carbon (NZC) business before the 2050 deadline and will commit to targeted carbon reductions once a baseline assessment is complete. The Company views the matter seriously and has committed resource to achieve these aims.
Future developments
The main revenue stream for DESL is currently the government funded SHDF scheme. The current iteration of this scheme, 2.1, expires in March 2025. This is being replace by SHDF 3, a £1.2bn scheme running for 3 years to March 2028.
The Government’s Flagship ECO scheme appeared to have stalled, industry wide, under ECO 4. With DESL’s not recording any revenues of note during the year under review. Similarly, the Government’s Great British Insulation Scheme (GBIS) also failed to gain any significant market traction during the year. Whilst the GBIS scheme complements the ECO 4 scheme, unlike ECO4’s “whole house approach” this scheme is targeted to deliver single insulation measures in support of low-income and vulnerable households, with the scheme running to March 2026. The future of GBIS post 2026 is currently unclear.
Whilst DESL’s focus is on the public market, the business continues to closely monitor developments of ECO4 and associated schemes and following, anticipated, market driven revisions to the scheme, does anticipate that ECO revenue streams will present growth opportunities over the next 12 months and beyond.
The Government’s pledge to meet its global net zero carbon commitments, by 2050 via improvements to the energy efficiency of the UK’s housing stock appears undiminished. The directors believe that DESL is well placed to benefit from the continued, substantial funding that Government is providing in supporting this initiative.
Mr J S Sheridan
Director
13 September 2024
DYSON ENERGY SERVICES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr A M Byrne
(Resigned 29 April 2024)
Mr M D Holmes
(Resigned 29 April 2024)
Mr S Maclean
Mr I E Morrall
(Resigned 8 April 2024)
Mr G A Levinsohn
(Appointed 8 April 2024)
Mr J S Sheridan
(Appointed 30 May 2024)
Mr P J Edwards
(Appointed 30 May 2024)
Post reporting date events
See note 21 for details of post balance sheet events.
Auditor
DSG resigned as auditor on 11 September 2024. DSG Audit were appointed on 11 September 2024 to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Strategic report
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the Company's principal activity, financial risk management policies and future developments.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr J S Sheridan
Director
13 September 2024
DYSON ENERGY SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DYSON ENERGY SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DYSON ENERGY SERVICES LIMITED
- 6 -
Opinion
We have audited the financial statements of Dyson Energy Services Limited (the ''Company'') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 March 2024 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
DYSON ENERGY SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DYSON ENERGY SERVICES LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
In the light of the 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 or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 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.
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.
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the Company.
The following laws and regulations were identified as being of significance to the Company:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the Company and therefore may have a material effect on the financial statements include compliance with Health and Safety, Building Regulations Act 2010, PAS (Publicly Available Specification) 2035, Gas (Safety) Installation and Use Regulations 1998.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the Company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
DYSON ENERGY SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DYSON ENERGY SERVICES LIMITED (CONTINUED)
- 8 -
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the Company’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Laura Leslie BSc ACA
Senior Statutory Auditor
For and on behalf of DSG Audit
13 September 2024
Chartered Accountants
Statutory Auditor
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
DYSON ENERGY SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£ '000
£ '000
Turnover
3
22,829
15,837
Cost of sales
(14,878)
(12,160)
Gross profit
7,951
3,677
Administrative expenses
(5,634)
(4,536)
Other operating income
9
Operating profit/(loss)
4
2,317
(850)
Interest payable and similar expenses
7
(408)
(271)
Profit/(loss) before taxation
1,909
(1,121)
Tax on profit/(loss)
8
(215)
(36)
Profit/(loss) for the financial year
1,694
(1,157)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
DYSON ENERGY SERVICES LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£ '000
£ '000
£ '000
£ '000
Fixed assets
Tangible assets
9
171
237
Current assets
Stocks
10
616
551
Debtors
11
5,524
6,333
Cash at bank and in hand
885
365
7,025
7,249
Creditors: amounts falling due within one year
12
(6,042)
(7,550)
Net current assets/(liabilities)
983
(301)
Total assets less current liabilities
1,154
(64)
Creditors: amounts falling due after more than one year
13
(725)
(1,201)
Provisions
16
(133)
(133)
Net assets/(liabilities)
296
(1,398)
Capital and reserves
Called up share capital
19
38
38
Capital redemption reserve
44
44
Profit and loss reserves
214
(1,480)
Total equity
296
(1,398)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 13 September 2024 and are signed on its behalf by:
Mr J S Sheridan
Director
Company registration number 01956726 (England and Wales)
DYSON ENERGY SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£ '000
£ '000
£ '000
£ '000
Balance at 1 April 2022
38
44
(323)
(241)
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(1,157)
(1,157)
Balance at 31 March 2023
38
44
(1,480)
(1,398)
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
1,694
1,694
Balance at 31 March 2024
38
44
214
296
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
Dyson Energy Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dyson House, Armytage Road, Brighouse, Huddersifeld, HD6 1PT.
The principal activity is disclosed in the strategic report.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £ '000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this Company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the Company are consolidated in the financial statements of Duality Group Limited. These consolidated financial statements are available from its registered office, Norfolk House, 13 Southampton Place, London, WC1A 2AJ.
1.2
Going concern
The directors are required to assess the ability of the Company to continue as a going concern, for a period of at least 12 months from the date of approval of the financial statements.true
The directors are encouraged by market developments and in securing a notable order book. The longevity afforded by further iterations to Government funded schemes previously outlined plus the Government’s ongoing commitment to achieving net zero targets and in doing so addressing fuel poverty, presents the business with significant growth opportunities.
In making their going concern assessment, the directors have prepared and considered financial forecasts for the following 12 months. The directors have conducted sensitivity analysis on these forecasts and have considered the impact of worst -case scenarios. Based on the outcome of this analysis and the accompanying cash flow forecasts, the directors believe that there will be sufficient funds available to the Company to meet its obligations over the next 12 months. This, in conjunction with now being part of a significantly larger group and its commitment to the Company, leads the directors to believe that it is appropriate that the Company continues to operate as a going concern.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Plant and equipment
33% straight line
Fixtures and fittings
25% straight line
Computers
33% straight line
Motor vehicles
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Provisions
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Income Statement in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
1.14
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred tax asset
In recognising the deferred tax assets, management have assessed the amounts expected to be recovered within and after one year based on detailed board-approved cash flow forecasts showing future profits. Deferred tax assets are predominantly made up of operating loss carry forwards that can be used to offset taxable income in future periods and reduce any taxes payable in those future periods. The carry forward losses will expire if they are not used within certain periods. Management consider it more likely than not that there will be sufficient taxable income in the future to allow these deferred tax assets to be released. Changes in tax laws and rates may also affect recorded deferred tax assets and liabilities and our effective rate in the future. This continues to be monitored and any rates enacted subsequently applied in the relevant periods.
3
Turnover
2024
2023
£ '000
£ '000
Turnover analysed by class of business
Sales
22,829
15,837
2024
2023
£ '000
£ '000
Turnover analysed by geographical market
United Kingdom
22,829
15,837
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£ '000
£ '000
Fees payable to the company's auditor for the audit of the company's financial statements
16
15
Depreciation of owned tangible fixed assets
94
81
Depreciation of tangible fixed assets held under finance leases
-
9
Profit on disposal of tangible fixed assets
(6)
-
Operating lease charges
360
367
5
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2024
2023
Number
Number
Direct
84
79
Administration
79
73
Total
163
152
Their aggregate remuneration comprised:
2024
2023
£ '000
£ '000
Wages and salaries
6,198
5,525
Social security costs
682
635
Pension costs
159
133
7,039
6,293
6
Directors' remuneration
2024
2023
£ '000
£ '000
Remuneration for qualifying services
165
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 1).
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
7
Interest payable and similar expenses
2024
2023
£ '000
£ '000
Interest on invoice finance arrangements
160
67
Interest payable to group undertakings
90
118
Other interest on financial liabilities
143
84
Interest on finance leases and hire purchase contracts
15
2
408
271
8
Taxation
2024
2023
£ '000
£ '000
Current tax
UK corporation tax on profits for the current period
54
Deferred tax
Origination and reversal of timing differences
161
27
Changes in tax rates
9
Total deferred tax
161
36
Total tax charge
215
36
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£ '000
£ '000
Profit/(loss) before taxation
1,909
(1,121)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
477
(213)
Tax effect of expenses that are not deductible in determining taxable profit
4
(8)
Group relief
(266)
248
Deferred tax rate change
9
Taxation charge for the year
215
36
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
9
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£ '000
£ '000
£ '000
£ '000
£ '000
£ '000
Cost
At 1 April 2023
296
1,052
79
219
338
1,984
Additions
4
82
45
10
141
Disposals
(20)
(173)
(193)
At 31 March 2024
300
1,114
79
264
175
1,932
Depreciation and impairment
At 1 April 2023
254
982
79
197
235
1,747
Depreciation charged in the year
16
55
23
94
Eliminated in respect of disposals
(20)
(60)
(80)
At 31 March 2024
270
1,017
79
220
175
1,761
Carrying amount
At 31 March 2024
30
97
44
170
At 31 March 2023
42
70
22
103
237
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2024
2023
£ '000
£ '000
Motor vehicles
103
10
Stocks
2024
2023
£ '000
£ '000
Finished goods and goods for resale
616
551
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
11
Debtors
2024
2023
Amounts falling due within one year:
£ '000
£ '000
Trade debtors
3,756
3,544
Amounts owed by group undertakings
44
1,257
Other debtors
132
221
Prepayments and accrued income
1,556
1,114
5,488
6,136
Deferred tax asset (note 17)
36
197
5,524
6,333
An impairment loss of £40k (2023: £121k) was recognised against trade debtors.
Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.
12
Creditors: amounts falling due within one year
2024
2023
Notes
£ '000
£ '000
Obligations under finance leases
15
20
Other borrowings
14
403
403
Trade creditors
2,062
1,763
Amounts owed to group undertakings
697
2,040
Corporation tax
54
Other taxation and social security
191
205
Other creditors
2,256
2,663
Accruals and deferred income
379
456
6,042
7,550
Other loans are secured by a fixed charge over a property owned by the parent company.
Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
Other creditors includes an invoice discounting facility of £2,103k (2023: £2,496k). The invoice discounting facility is secured by a fixed and floating charge over the current and future assets of the Company. The directors provided personal guarantees totalling £100k (2023: £100k) in favour of Independent Growth Finance Limited, the provider of the facility, these guarantees were discharged in October 2022.
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£ '000
£ '000
Obligations under finance leases
15
72
Other borrowings
14
725
1,129
725
1,201
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
14
Loans and overdrafts
2024
2023
£ '000
£ '000
Other loans
1,128
1,532
Payable within one year
403
403
Payable after one year
725
1,129
The Company took out a new loan in the prior year of £1,000k with IGF; the balance at 31 March 2024 amounted to £601k. The loan is being repaid in monthly instalments of £27k plus interest. Interest was payable at a rate of 7% per annum above the applicable rate. The loan was repaid in full post year-end.
The Company took out a new loan in the prior year of £700k with IGF; the balance at 31 March 2024 amounted to £528k. The loan is being repaid in monthly instalments of £5k plus interest. Interest was payable at a rate of 3.95% per annum above the applicable rate. The loan was repaid in full post year-end.
15
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£ '000
£ '000
Within one year
20
In two to five years
72
92
Finance lease payments represent rentals payable by the Company for certain items of motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
16
Provisions for liabilities
2024
2023
£ '000
£ '000
Cavity wall insulation provision
133
133
Movements on provisions:
Cavity wall insulation provision
£ '000
At 1 April 2023 and 31 March 2024
133
The provision recognised at 31 March 2024 totalling £133k (2023: £133k) is held in respect of potential liabilities for ongoing legal claims relating to cavity wall insulation. Management have calculated the provision in accordance with FRS 102 section 21 based on previous third party evidence and taking into account current market conditions.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
17
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:
Assets
Assets
2024
2023
Balances:
£ '000
£ '000
Accelerated capital allowances
33
35
Tax losses
-
159
Short term timing differences
3
3
36
197
2024
Movements in the year:
£ '000
Asset at 1 April 2023
(197)
Charge to profit or loss
161
Asset at 31 March 2024
(36)
The deferred tax asset set out above is expected to reverse within 12-24 months and relates to the utilisation of tax losses against future expected profits of the same period.
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£ '000
£ '000
Charge to profit or loss in respect of defined contribution schemes
159
134
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The amounts outstanding at year end were £31k (2023: £29k).
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£ '000
£ '000
Issued and fully paid
Ordinary A shares of 1p each
104
104
-
-
Oridnary B shares of £1 each
37,998
37,998
38
38
The 'A' voting shares and 'B' non voting shares rank pari passu for the payment of dividends, voting right and any payments made on winding up.
DYSON ENERGY SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
20
Operating lease commitments
Lessee
At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£ '000
£ '000
Within one year
403
377
Between two and five years
719
467
1,122
844
21
Events after the reporting date
On the 8 April 2024, DESL and the ultimate parent Duality Group Limited, sold 100% of its ordinary share capital to Cap10 4NetZero Bidco Limited. The ultimate parent company is Cap10 Partners Holdco Limited. The ultimate controlling party is Fabrice Nottin.
The Company is now part of the Sureserve Group which the directors believe strengthens DESL’s position in the insulation, heating and renewable energy sector, bringing wider opportunities in the energy transition and renewables sector as well providing substantial financial backing, in support of DESL's future growth aspirations.
22
Related party transactions
The Company has taken advantage of the exemption not to disclose any transactions or balances with wholly owned members of the group.
The Company hires vehicles from Commercial Fleet Rentals Limited, a company owned by a close family member of one of the directors. During the year the Company hired vehicles from Commercial Fleet Rentals Limited for £745k (2023: £591k). Amounts outstanding at the year end, included within creditors, is £nil (2023: £2k).
The Company engages Intelihome (UK) Ltd for general consultancy services. One of the directors of Intelihome (UK) Ltd is a director of the wider group. During the year, the Company paid for consultancy services of £258k (2023: £241k). Amounts outstanding at the year end, included in creditors, is £nil (2023: £28k).
23
Ultimate controlling party
The Company was wholly owned by Duality Group Limited, the ultimate parent undertaking as at 31 March 2024. Duality Group Limited is incorporated in England and Wales. Its registered office is Norfolk House, 13 Southampton Place, London, WC1A 2AJ.
The smallest and largest group into which the results of the entity are consolidated is that headed by Duality Group Limited as at 31 March 2024.
As at 31 March 2024, there is no one ultimate controlling party.
Note 21 contains details of post period end events concerning the parent company and ultimate controlling party at the date of account signing.
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