Company registration number SC478224 (Scotland)
SDC GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
SDC GROUP LIMITED
COMPANY INFORMATION
Directors
P J Friel
C J Friel
L Hood
(Appointed 20 March 2023)
J Seigal
(Appointed 12 September 2023)
D McBurnie
(Appointed 10 July 2023)
G Clarke
(Appointed 8 May 2024)
Company number
SC478224
Registered office
20 Blythswood Square
Glasgow
G2 4BG
Auditor
Azets Audit Services
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
SDC GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 43
SDC GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

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

 

The directors, in preparing this strategic report, have complied with section 414C of the Companies Act 2006.

Principal activities

SDC Group Limited is an investment holding company and together with its subsidiaries as disclosed in note 14, forms the SDC group of companies (the “group”). The principal activities of the group are the provision of dental services at its clinics throughout Scotland. The company is owned by brothers Christopher Friel and Philip Friel with investment from private equity fund BGF.

Business review and future developments

The group changed its year end to align with the seasonality of the business, resulting in an extended 17-month accounting period ending 31 December 2023 (2022: year ending 31 July 2022). Turnover for the period ended 31 December 2023 was £20,097,276 (2022: £8,136,430). EBITDA for the period ended 31 December 2023 was £185,768 (2022: £217,285).

 

The group is in the early stages of executing an organic and acquisitive growth plan and is largely on track with tactical investments in overhead support functions ahead of revenue growth. EBITDA in the period was impacted by the investment in overhead support functions and one off legal and professional fees for specific non-recurring projects.

 

During the period, the group appointed a Chief Executive Officer, Lynn Hood, for the first time to allow the directors to focus on strategic clinical matters, expand the group’s dental services and make future acquisitions. As part of the change in leadership structure, the group also invested in its Head Office support function including Finance, HR, Marketing, Recruitment and Facilities to ensure that it is best able to capitalise on the opportunities presented both within its existing clinics and from future growth plans.

 

The group acquired three new clinics during the period - Belhaven, Barrhead and Gorbals. The clinics had existing NHS and private patients and all three clinics have positively impacted the group’s results since acquisition.

 

BGF subscribed for additional shares and invested a further £6,300,000 in June 2023 to support the group’s acquisition plans.

 

Post period end the group has acquired one further clinic, and now operates twenty one practices throughout Scotland with overall performance in line with expectations.

 

Post period end, the group finalised a refinancing of its facilities with HSBC UK Bank plc ("HSBC"), and now has an £8,000,000 facility to support further acquisitions.

Principal risks and uncertainties

The management of the business and the execution of the group’s strategy are subject to a number of risks and uncertainties set out below, together with the group’s approach to monitoring and mitigation.

 

Recruitment and retention of Associate Dentists and Clinical Staff

The group’s ability to recruit and retain Associate Dentists (self employed) and Clinical Staff (employed) is essential to its continuing operations and future growth. The group has invested in its recruitment team and now has two full time dedicated recruiters who focus on the specific requirements of each vacant post. The group offers competitive packages for both Associate Dentists and Clinical Staff.

 

The group has built up a reputation in the Scottish market for being a leader in learning and development opportunities for Associate Dentists, and this continues to be an area of focus for the future.

SDC GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Principal risks and undertainties (continued)

Clinical Standards

The group is regulated by NHS Scotland and is held to high levels of clinical standards. Regular clinic inspections take place and if required standards are not met, the clinics could be closed and there would be a negative impact on the group’s reputation in the market. The directors are committed to ensuring clinical standards are met and provide support to the clinical teams.

 

Growth Strategy

As the Group continues to grow, each potential acquisition is assessed by experienced Directors and supplemented by external advisors as necessary to ensure it meets the group's principal criteria.

 

Facility Covenants

The group is required to report regularly to the bank and its key stakeholders on its financial performance and must meet covenants set out in the facility documents.

Key performance indicators

The directors and board consider group financial KPIs in the evaluation of business performance on a regular basis.

 

 

2023 (17 month period)

2022

Turnover

£20,097,726

£8,136,430

EBITDA

£185,768

£217,285

 

In addition, the Group’s cashflow is carefully monitored to ensure sufficient funds for ongoing operations and covenant compliance. Through regular reporting of revenue and profitability, the bank and key stakeholders are kept well informed of progress. The board believe these indicators are performing as expected based on the current plan.

Financial instruments

The group's financial risk management objectives are to ensure there is sufficient working capital and cash flow to meet its operating needs and to ensure there is sufficient support for its growth strategy. This is achieved through careful management of cash resources and by obtaining bank facilities and investor funding.

 

The group's principal financial instruments are bank loans, and loan notes and equity from its investors. Such financial instruments are utilised to fund clinic acquisitions and for working capital.

 

Bank loans are secured by floating charge, inter-company guarantees and standard security over properties owned by related parties. They are subject to market rate interest. Loan notes are unsecured and are repayable in installments between 2026 and 2028.

 

The group is exposed to interest rate risk with regards to its facilities. It is subject to minimal credit risk and no forex risk. No treasury transactions or derivatives are entered into.

On behalf of the board

C J Friel
Director
16 August 2024
SDC GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Results and dividends

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

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

Directors

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

P J Friel
C J Friel
L Hood
(Appointed 20 March 2023)
J Buckley
(Resigned 24 August 2023)
P McGettrick
(Resigned 24 August 2023)
J Seigal
(Appointed 12 September 2023)
D McBurnie
(Appointed 10 July 2023)
C Nixon
(Resigned 13 May 2024)
G Clarke
(Appointed 8 May 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Post reporting date events

Details with regards to events ocurring post reporting date can be found in note 27 to the financial statements.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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 financial instruments and risk.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
C J Friel
Director
16 August 2024
SDC GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SDC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SDC GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of SDC Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

SDC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SDC GROUP LIMITED
- 6 -
Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group and 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 and the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

SDC GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SDC GROUP LIMITED
- 7 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the group, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Alan Brown (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
21 August 2024
Chartered Accountants
Statutory Auditor
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
SDC GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
Period
Year
ended
ended
31 December
31 July
2023
2022
as restated
Notes
£
£
Turnover
3
20,097,276
8,136,430
Cost of sales
(11,635,915)
(4,728,201)
Gross profit
8,461,361
3,408,229
Administrative expenses
(12,023,939)
(4,775,478)
Other operating income
1,510,937
1,041,171
Operating loss
4
(2,051,641)
(326,078)
Interest receivable and similar income
14
7
Interest payable and similar expenses
7
(1,875,791)
(322,159)
Loss before taxation
(3,927,418)
(648,230)
Tax on loss
8
(55,236)
2,934
Loss for the financial period
24
(3,982,654)
(645,296)
Loss for the financial period is all attributable to the owners of the parent company.
SDC GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
Period
Year
ended
ended
31 December
31 July
2023
2022
as restated
£
£
Loss for the period
(3,982,654)
(645,296)
Other comprehensive income
-
-
Total comprehensive income for the period
(3,982,654)
(645,296)
Total comprehensive income for the period is all attributable to the owners of the parent company.
SDC GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
31 December 2023
31 July 2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
9,688,936
8,660,638
Tangible assets
12
2,499,747
1,714,942
Investments
13
17,790
17,790
12,206,473
10,393,370
Current assets
Stocks
15
285,436
89,000
Debtors
16
1,572,289
838,974
Cash at bank and in hand
5,429,534
1,439,079
7,287,259
2,367,053
Creditors: amounts falling due within one year
17
(9,898,917)
(2,289,351)
Net current (liabilities)/assets
(2,611,658)
77,702
Total assets less current liabilities
9,594,815
10,471,072
Creditors: amounts falling due after more than one year
18
(10,735,013)
(9,173,507)
Provisions for liabilities
Deferred tax liability
21
-
0
75,447
-
(75,447)
Net (liabilities)/assets
(1,140,198)
1,222,118
Capital and reserves
Called up share capital
23
143
113
Share premium account
24
2,945,187
1,324,879
Profit and loss reserves
24
(4,085,528)
(102,874)
Total equity
(1,140,198)
1,222,118
The financial statements were approved by the board of directors and authorised for issue on 16 August 2024 and are signed on its behalf by:
16 August 2024
C J Friel
Director
Company registration number SC478224 (Scotland)
SDC GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
31 December 2023
31 July 2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
12
187,207
79,787
Investments
13
100
9,480,265
187,307
9,560,052
Current assets
Stocks
15
21,600
-
Debtors
16
12,683,237
1,752,192
Cash at bank and in hand
3,929,470
433,215
16,634,307
2,185,407
Creditors: amounts falling due within one year
17
(8,547,985)
(1,492,958)
Net current assets
8,086,322
692,449
Total assets less current liabilities
8,273,629
10,252,501
Creditors: amounts falling due after more than one year
18
(10,473,346)
(9,137,378)
Net (liabilities)/assets
(2,199,717)
1,115,123
Capital and reserves
Called up share capital
23
143
113
Share premium account
24
2,945,187
1,324,879
Profit and loss reserves
24
(5,145,047)
(209,869)
Total equity
(2,199,717)
1,115,123

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £4,935,178 (2022 - £603,117 loss).

The financial statements were approved by the board of directors and authorised for issue on 16 August 2024 and are signed on its behalf by:
16 August 2024
C J Friel
Director
Company registration number SC478224 (Scotland)
SDC GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 July 2022:
Balance at 1 August 2021
100
-
0
(69,484)
(69,384)
Year ended 31 July 2022:
Loss and total comprehensive income
-
-
(645,296)
(645,296)
Issue of share capital
23
13
1,429,219
-
1,429,232
Dividends
9
-
-
(144,020)
(144,020)
Capital contribution
-
-
755,926
755,926
Other movements
-
(104,340)
(104,340)
Balance at 31 July 2022
113
1,324,879
(102,874)
1,222,118
Period ended 31 December 2023:
Loss and total comprehensive income
-
-
(3,982,654)
(3,982,654)
Issue of share capital
23
30
1,724,349
-
1,724,379
Reduction of shares
23
-
(53,616)
-
(53,616)
Other movements
-
(50,425)
-
(50,425)
Balance at 31 December 2023
143
2,945,187
(4,085,528)
(1,140,198)
SDC GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 31 July 2022:
Balance at 1 August 2021
100
-
0
(218,659)
(218,559)
Year ended 31 July 2022:
Loss and total comprehensive income for the year
-
-
(603,116)
(603,116)
Issue of share capital
23
13
1,429,219
-
1,429,232
Dividends
9
-
-
(144,020)
(144,020)
Capital contribution
-
-
755,926
755,926
Other movements
-
(104,340)
-
(104,340)
Balance at 31 July 2022
113
1,324,879
(209,869)
1,115,123
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
-
(4,935,178)
(4,935,178)
Issue of share capital
23
30
1,724,349
-
1,724,379
Reduction of shares
23
-
(53,616)
-
(53,616)
Other movements
-
(50,425)
-
(50,425)
Balance at 31 December 2023
143
2,945,187
(5,145,047)
(2,199,717)
SDC GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(1,077,375)
654,619
Interest paid
(979,821)
(322,159)
Income taxes (paid)/refunded
(196,627)
2,934
Net cash (outflow)/inflow from operating activities
(2,253,823)
335,394
Investing activities
Purchase of business
(2,264,627)
(7,491,885)
Purchase of tangible fixed assets
(1,488,657)
(255,449)
Proceeds from disposal of tangible fixed assets
31,896
1,473,480
Interest received
14
7
Net cash used in investing activities
(3,721,374)
(6,273,847)
Financing activities
Proceeds from issue of shares
2,300,075
1,750,082
Redemption of shares
(53,617)
-
0
Proceeds from borrowings
6,300,000
3,250,000
Repayment of borrowings
(46,383)
-
Proceeds from new bank loans
5,500,000
9,325,000
Repayment of bank loans
(3,524,783)
(7,162,894)
Debt/equity issue costs
(392,449)
(488,634)
Payment of finance leases obligations
(117,191)
(27,871)
Dividends paid to equity shareholders
-
0
(144,020)
Net cash generated from financing activities
9,965,652
6,501,663
Net increase in cash and cash equivalents
3,990,455
563,210
Cash and cash equivalents at beginning of period
1,439,079
875,869
Cash and cash equivalents at end of period
5,429,534
1,439,079
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

SDC Group Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 20 Blythswood Square, Glasgow, G2 4BG.

 

The group consists of SDC Group Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements are presented for a period of seventeen months from 1 August 2022 to 31 December 2023 following the extension of the company's accounting reference date. As such, amounts presented in the financial statements (including related notes) are not entirely comparable with the comparative figures.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.3
Prior period adjustment

The nature and amounts of prior period adjustments are disclosed in Note 32 of these financial statements.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.4
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.5
Basis of consolidation

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

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.6
Going concern

The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

 

In satisfaction of their responsibility, the directors have considered the group’s ability to meet its liabilities as they fall due. This assessment considers its principal risks and uncertainties and is dependent on a number of factors including financial performance and available financial resources.

 

To this end, the directors have reviewed the group’s cash flow forecasts, and associated risks and sensitivities. These forecasts consist of the group’s annual forecast to December 2024 and its projections extending out to 2027.

 

The group has net liabilities of £4.1m at the period end, but the directors fully anticipate the group becoming profitable in the foreseeable future as the volume of clinics under its control expands to absorb costs through continuation of its buy and build growth model.

 

The key factors underpinning the directors’ assessment of going concern are as follows:

 

Based on this assessment, and with the continued support of its investors, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have concluded it is appropriate for the financial statements to be prepared on a going concern basis.

1.7
Turnover

Revenue is recognised at the fair value of the consideration received or receivable for goods and 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue principally relates to services provided in the course of dentistry.

 

Private and NHS dental revenue is recognised by reference to the stage of completion of the service performed during the course of treatment.

 

Revenue from the sale of ancillary goods is recognised when the significant risks and rewards of ownership of the goods have passed to the customer.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
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:

Freehold land and buildings
2% straight line
Leasehold land and buildings
Over length of the lease
Leasehold improvements
Over length of the lease
Plant and equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
IT Equipment
25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

 

The annual depreciation charge for tangible assets is sensitive to changes in the useful economic lives of the assets. The useful economic lives are assessed annually and amended when necessary to reflect judgement, based on future investments, economic utilisation and physical condition of the assets.

 

The directors reviewed the estimated useful lives of its leasehold property during the year which resulted in a change of useful life and an increased depreciation charge of £186,999 in the current period.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.11
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.13
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.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash 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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

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 group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.

 

The group's A Ordinary shares are considered to be compound instruments. Whilst these bear non-discretionary dividends at a minimum rate of 10% (effective from 2026), they also include an equity component through voting rights, and participation upon an exit event. They are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is calculated at the net present value of future contractual cash flows using the a discount rate for a similar instrument excluding an equity component. This amount is recorded as a liability and re-measured at each balance sheet date until the instrument is de-recognised or extinguished. The equity component is determined by deducting the amount of the liability component from the fair value of the instrument as a whole. This is recognised and included in equity and is not subsequently remeasured.

 

Dividends on A Ordinary shares are recognised as an interest expense in the profit or loss as accrued. Dividends payable on other equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises

1.18
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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

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

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
1.20
Leases

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

 

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements and estimates

The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

Business combinations

There are various estimates and judgements applied in the group's business combinations. These include:

 

Fair values of assets & liabilities acquired in business combinations are assessed by Management based on their knowledge of the industry and physical conditions of the assets acquired.

 

The purchase price allocation and classification of directly attributable costs are determined by Management based on their knowledge and experience.

 

The fair value of contingent consideration is estimated by Management based on the estimated future profitability of the acquired business.

Compound financial instruments

The group's A Ordinary shares are considered to be compound instruments. This judgement considers the substance of the contractual arrangement in that whilst they bear non-discretionary dividends at a minimum rate of 10% (effective from 2026), they also include an equity component through voting rights, and participation upon an exit event.

 

The allocation of the liability and equity component parts requires a degree of estimation. This includes the effective discount rate applied to discount future expected cash flows to their net present value, and the discount rate and growth rate applied to the calculate the terminal value of future expected cash flows. Changes in those rates applied would impact the value and classification of debt and equity recognised by the group in relation to the A Ordinary shares.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Provision of dental services
20,097,276
8,136,430
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 25 -
2023
2022
£
£
Other revenue
Interest income
14
7
Grants received
-
248,624
Dental practice allowances
942,235
463,705
Rent and rates reimbursements
480,016
182,471
Other income
88,686
146,371

All turnover arose within the United Kingdom and is attributable to the principal activity as disclosed within the directors report.

4
Operating loss
2023
2022
£
£
Operating loss for the period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
686,653
296,903
Depreciation of tangible fixed assets held under finance leases
61,815
43,193
Impairment of owned tangible fixed assets
18,649
-
Loss/(profit) on disposal of tangible fixed assets
6,533
(68,852)
Amortisation of intangible assets
1,488,941
467,587
Operating lease charges
730,244
280,348
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
75,000
56,000
For other services
All other non-audit services
25,000
9,738
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management & directors
6
5
11
5
Administration
15
6
15
6
Practice staff
150
84
-
-
Total
171
95
26
11

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,027,346
2,071,098
1,355,367
406,632
Social security costs
413,531
191,427
145,119
45,526
Pension costs
126,619
57,862
62,498
23,309
5,567,496
2,320,387
1,562,984
475,467
7
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
896,440
232,143
Other interest on financial liabilities
977,529
79,526
Interest on finance leases and hire purchase contracts
1,822
10,490
Total finance costs
1,875,791
322,159
8
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
130,683
-
0
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
8
Taxation
2023
2022
£
£
(Continued)
- 27 -
Deferred tax
Origination and reversal of timing differences
-
0
(2,934)
Adjustment in respect of prior periods
(75,447)
-
0
Total deferred tax
(75,447)
(2,934)
Total tax charge/(credit)
55,236
(2,934)

The actual charge/(credit) for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(3,927,418)
(648,230)
Expected tax credit based on the standard rate of corporation tax in the UK of 22.19% (2022: 19.00%)
(871,494)
(123,164)
Tax effect of expenses that are not deductible in determining taxable profit
167,102
130,167
Under/(over) provided in prior years
55,236
-
0
Deferred tax not recognised
443,233
257,208
Remeasurement of deferred tax
(60,190)
(114,791)
Other tax adjustments
62,235
(30,691)
Permanent fixed asset timing differences
259,114
(121,663)
Taxation charge/(credit)
55,236
(2,934)
9
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Interim paid
-
144,020
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 28 -
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Property, plant and equipment
12
18,649
-
Recognised in:
Administrative expenses
18,649
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 August 2022
9,318,450
Additions - changes in consideration payable
397,403
Additions - business combinations
2,119,836
At 31 December 2023
11,835,689
Amortisation and impairment
At 1 August 2022
657,812
Amortisation charged for the period
1,488,941
At 31 December 2023
2,146,753
Carrying amount
At 31 December 2023
9,688,936
At 31 July 2022
8,660,638
The company had no intangible fixed assets at 31 December 2023 or 31 July 2022.
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 29 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
IT Equipment
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 August 2022
60,670
596,774
43,690
1,842,448
1,040,503
326,160
-
0
3,910,245
Additions
-
0
463,377
-
0
471,901
328,562
75,686
99,780
1,439,306
Business combinations
-
0
-
0
-
0
101,694
-
0
-
0
-
0
101,694
Disposals
(40,910)
-
0
-
0
-
0
-
0
-
0
-
0
(40,910)
Transfers
(19,760)
81,240
(43,690)
19,439
12,122
-
0
-
0
49,351
At 31 December 2023
-
0
1,141,391
-
0
2,435,482
1,381,187
401,846
99,780
5,459,686
Depreciation and impairment
At 1 August 2022
5,039
124,097
3,800
1,001,575
860,204
200,588
-
0
2,195,303
Depreciation charged in the period
-
0
186,998
-
0
330,592
120,285
77,853
32,740
748,468
Impairment losses
-
0
16,628
-
0
-
0
2,021
-
0
-
0
18,649
Eliminated in respect of disposals
(2,481)
-
0
-
0
-
0
-
0
-
0
-
0
(2,481)
Transfers
(2,558)
1,242
(3,800)
5,116
-
0
-
0
-
0
-
0
At 31 December 2023
-
0
328,965
-
0
1,337,283
982,510
278,441
32,740
2,959,939
Carrying amount
At 31 December 2023
-
0
812,426
-
0
1,098,199
398,677
123,405
67,040
2,499,747
At 31 July 2022
55,631
472,677
39,890
840,873
180,299
125,572
-
0
1,714,942
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 30 -
Company
Leasehold land and buildings
Fixtures and fittings
IT Equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 August 2022
-
0
60,248
47,284
-
0
107,532
Additions
11,907
13,191
68,153
99,780
193,031
At 31 December 2023
11,907
73,439
115,437
99,780
300,563
Depreciation and impairment
At 1 August 2022
-
0
15,062
12,683
-
0
27,745
Depreciation charged in the period
-
0
4,328
48,543
32,740
85,611
At 31 December 2023
-
0
19,390
61,226
32,740
113,356
Carrying amount
At 31 December 2023
11,907
54,049
54,211
67,040
187,207
At 31 July 2022
-
0
45,186
34,601
-
0
79,787

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
96,248
123,972
-
0
-
0

More information on impairment movements in the period is given in note 10.

13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
100
9,480,265
Unlisted investments
17,790
17,790
-
0
-
0
17,790
17,790
100
9,480,265
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 August 2022 and 31 December 2023
17,790
Carrying amount
At 31 December 2023
17,790
At 31 July 2022
17,790
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 August 2022
9,480,265
Additions
97,493
Transfers
(9,577,658)
At 31 December 2023
100
Carrying amount
At 31 December 2023
100
At 31 July 2022
9,480,265

During the year, the company transferred its holdings in its subsidiaries to SDC Clinics Limited in exchange for consideration payable as inter-company debt.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 32 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Class of
% Held
shares held
Direct
Indirect
Bishopton Dental Clinic Limited
Ordinary
-
100.00
Cardonald Dental Clinic Limited
Ordinary
-
100.00
Culloden Dental Clinic Limited
Ordinary
-
100.00
Dumfries Dental Clinic Limited
Ordinary
-
100.00
Hazel House Dental Clinic Limited
Ordinary
-
100.00
Inverness Dental Clinic Limited
Ordinary
-
100.00
Linlithgow Dental Clinic Limited
Ordinary
-
100.00
Lochthorn Dental Clinic Limited
Ordinary
-
100.00
Oban Dental Clinic Limited
Ordinary
-
100.00
SDC Newlands Limited
Ordinary
-
100.00
Shotts Dental Clinic Limited
Ordinary
-
100.00
Stoneyfield Dental Clinic Limited
Ordinary
-
100.00
Winchburgh Dental Clinic Limited
Ordinary
-
100.00
Hilton Dental Clinic Limited
Ordinary
-
100.00
SDC Clinics Limited
Ordinary
100.00
-
Philip Friel Dentist Limited
Ordinary
-
100.00
Castle House Dental Practice Limited
Ordinary
-
100.00
Scotdent Clinics Limited
Ordinary
-
100.00
Granite City Clinic Limited
Ordinary
-
100.00
Mathewson Dental Practice Limited
Ordinary
-
100.00
Belhaven Dental Limited
Ordinary
-
100.00

All of the above subsidiaries are registered at 20 Blythswood Square, Glasgow, G2 4BG. All subsidiaries are dormant other than SDC Clinics Limited.

Belhaven Dental Limited was acquired by share purchase agreement during the year. The trade and assets of two other clinics (Barrhead and Gorbals) were acquired by business purchase agreement. The acquisitions were all under the acquisition method of accounting.

15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
285,436
89,000
21,600
-
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 33 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
567,453
398,675
-
0
-
0
Corporation tax recoverable
-
0
4,496
-
0
-
0
Amounts owed by group undertakings
-
-
12,582,268
1,656,851
Other debtors
874,211
346,028
79,026
91,599
Prepayments and accrued income
130,625
89,775
21,943
3,742
1,572,289
838,974
12,683,237
1,752,192
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
7,222,034
1,839
7,222,034
-
0
Obligations under finance leases
20
70,398
76,122
70,398
76,122
Trade creditors
524,454
774,152
132,312
209,940
Amounts owed to group undertakings
-
0
-
0
-
0
657,384
Corporation tax payable
104,761
170,708
-
0
-
0
Other taxation and social security
6,282
71,938
5,515
26,643
Other creditors
390,173
571,339
296,840
401,000
Accruals and deferred income
1,580,815
623,253
820,886
121,869
9,898,917
2,289,351
8,547,985
1,492,958
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
-
0
5,272,944
-
0
5,250,000
Obligations under finance leases
20
102,540
214,007
102,540
214,007
Other borrowings
19
10,020,806
3,336,556
10,020,806
3,323,371
Other creditors
611,667
350,000
350,000
350,000
10,735,013
9,173,507
10,473,346
9,137,378
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 34 -
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdraft
7,222,034
5,274,783
7,222,034
5,250,000
Compound financial instruments
896,546
320,851
896,546
320,851
Other loans
9,124,260
3,015,705
9,124,260
3,002,520
17,242,840
8,611,339
17,242,840
8,573,371
Payable within one year
7,222,034
1,839
7,222,034
-
0
Payable after one year
10,020,806
8,609,500
10,020,806
8,573,371

At the year end, the company held a £15m revolving credit facility with HSBC. This facility had a termination date of July 2025 and was subject to interest at the Bank of England's bank rate + 2.75%.

 

During the period, the company breached its interest cover but the bank was fully supportive of the group’s growth plans, and by the period end had agreed in principle a revised set of covenants. The bank reserved their rights in respect of the facility agreement, and as such at the period end the bank facilities are shown as falling due on demand.

 

At the company’s request, the facility was reduced to £8m post period end, using existing cash to minimise interest burden. This facility runs until July 2026 with interest payable at the Bank of England's bank rate + 3%. All covenants have been met since the period end.

 

The facilities are secured by floating charge, inter-company guarantee from certain group and related party entities, and standard security on property owned by related parties.

 

Details with regards to the compound financial instruments relating to the group's A Ordinary shares can be found in note 23 to the financial statements.

 

Other loans relate to investor loan notes. Loan notes are unsecured and repayable in set installments from 2026 to 2028. These are subject to fixed rate interest of 10% and a redemption premium.

 

The debts are subject to subordination agreement.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
70,410
76,122
70,410
76,122
In two to five years
102,528
214,007
102,528
214,007
172,938
290,129
172,938
290,129

Finance lease payments represent rentals payable by the group for certain items of plant and machinery. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Leases are secured over the assets to which they relate and no restrictions are placed on the use of the assets.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 35 -
21
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
-
75,447
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the period:
£
£
Liability at 1 August 2022
75,447
-
Credit to profit or loss
(75,447)
-
Asset at 31 December 2023
-
-

At the period end, the group held an unrecognised deferred tax asset amounting to £0.6m in respect of unutilised tax losses. No deferred tax asset has been recognised due to uncertainty over when it will be recovered against the reversal of deferred tax liabilities or future taxable profits.

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
126,619
57,862

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
85,154
85,154
85
85
A Ordinary shares of 0.1p each
56,587
27,439
57
28
B Ordinary shares of 0.1p each
1,325
398
1
-
C Ordinary shares of 0.1p each
2
2
-
-
D Ordinary shares of 0.1p each
1
-
-
-
D1 Ordinary shares of 0.1p each
-
1
-
-
D2 Ordinary shares of 0.1p each
-
1
-
-
143,069
112,995
143
113
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
23
Share capital
(Continued)
- 36 -

During the period the company issued 29,148 A Ordinary shares of 0.1p, 1,325 B Ordinary shares of 0.1p and 1 D Ordinary share of 0.1p.

 

The company also carried out a share reduction of 398 B Ordinary shares of 0.1p, 1 D1 Ordinary share of 0.1p and 1 D2 Ordinary share of 0.1p.

 

The rights associated to the share capital are noted below:

 

Capital

Dividend rights

Voting rights

 

Ordinary

Right to dividends pro rata to the equity held

Full rights

 

A Ordinary

Preferential dividend rights

Full rights

 

B Ordinary

Right to dividends pro rata to the equity held

Full rights

 

C Ordinary

No rights to dividends

No voting rights

 

D Ordinary

No rights to dividends

No voting rights

 

 

The capital rights of all shares are subject to ranking priority in accordance with the articles of association.

 

The group's A Ordinary shares are considered to be compound instruments. Whilst these bear non-discretionary dividends at a minimum rate of 10% (effective from 2026), they also include an equity component through voting rights, and participation upon an exit event. The value of the debt component at the period end was £896,546 (2022 - £320,851).

24
Reserves
Share premium

This reserve represents the amount above the nominal value received for shares issued, less transaction costs relating to the issue of equity.

Profit and loss reserves

The retained earnings include all current and prior year retained profits or losses, less dividends paid.

25
Acquisition of a business

Acquisition 1

On 26 June 2023 the group acquired the business, trade and assets of Barrhead Dental Practice and Gorbals Dental Practice.

Fair Value
Net assets acquired
£
Property, plant and equipment
72,740
Current assets
5,000
Total identifiable net assets
77,740
Goodwill
770,450
Total consideration
848,190
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
25
Acquisition of a business
(Continued)
- 37 -
The consideration was satisfied by:
£
Cash
797,740
Transaction costs
50,450
848,190

All goodwill is being amortised over its anticipated useful life of ten years. Since the date of acquisition, the businesses have contibuted £412,699 in Revenue and £67,217 in profit to the company.

Acquisition 2

On 18 August 2023 the group acquired 100% of the issued share capital of Belhaven Dental Practice Limited.

 

Book Value
Fair Value
Net assets acquired
£
£
Property, plant and equipment
28,954
28,954
Current assets
50,631
50,631
Cash and cash equivalents
31,153
31,153
Current liabilities
(54,947)
(54,947)
Total identifiable net assets
55,791
55,791
Goodwill
1,349,386
Total consideration
1,405,177
The consideration was satisfied by:
£
Cash
1,000,000
Deferred & contingent consideration
355,000
Transaction costs
50,177
1,405,177

All goodwill is being amortised over its anticipated useful life of ten years. Since the date of acquisition, the business has contibuted £416,732 in Revenue and £57,080 in profit to the company.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 38 -
26
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the group for its properties. Lease terms are on average a term of 15 years. No contingent rents are payable.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
529,717
361,243
30,000
-
Between two and five years
1,860,998
1,251,227
120,000
-
In over five years
2,667,019
1,640,662
250,724
-
5,057,734
3,253,132
400,724
-
27
Events after the reporting date

After the period end, the following events have ocurred:

28
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Group
Entities with control, joint control or significant influence over the group
-
-
185,474
33,827
Other related parties
-
-
376,833
-
Company
Entities with control, joint control or significant influence over the company
-
-
185,474
33,827
Entities over which the company has control, joint control or significant influence
-
83,000
-
-
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
28
Related party transactions
(Continued)
- 39 -
Loan interest & finance costs
2023
2022
£
£
Group
Entities with control, joint control or significant influence over the company
977,529
79,526
Company
Entities with control, joint control or significant influence over the company
977,529
79,526

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Entities with control, joint control or significant influence over the group
10,628,338
3,379,254
Company
Entities with control, joint control or significant influence over the company
10,628,338
3,379,254
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
28
Related party transactions
(Continued)
- 40 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Company
Entities over which the company has control, joint control or significant influence
12,582,268
999,467
Other information

Purchases from Other related parties relate to property rentals paid to an entity under common ownership.

 

Balances due from Entities over which the entity has control, joint control or significant influence relates to inter-company loans. All inter-company loans are interest free and due on demand.

 

Balances due to Entities with control, joint control or significant influence over the company relate to compound instruments, loan notes and accrued interest due to the company's investors. Further details can be found in notes 19 and 23 to the financial statements.

 

The company has taken advantage of exemption, under terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland,' not to disclose related party transactions with wholly owned subsidiaries within the group.

29
Directors' transactions

Dividends totalling £0 (2022 - £144,020) were paid in the period in respect of shares held by the company's directors.

At the balance sheet date, the directors owed the group £25,256 (2022 - £6,206). Director loans are unsecured, interest free and repayable on demand.

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 41 -
30
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the period after tax
(3,982,654)
(645,296)
Adjustments for:
Taxation charged/(credited)
55,236
(2,934)
Finance costs
1,875,791
322,159
Interest received
(14)
(7)
Loss/(gain) on disposal of tangible fixed assets
6,533
(68,852)
Amortisation and impairment of intangible assets
1,488,941
440,553
Depreciation and impairment of tangible fixed assets
767,117
340,096
Movements in working capital:
Increase in stocks
(196,436)
(16,659)
(Increase)/decrease in debtors
(677,686)
369,610
Decrease in creditors
(414,203)
(84,051)
Cash (absorbed by)/generated from operations
(1,077,375)
654,619
31
Analysis of changes in net debt - group
1 August 2022
Cash flows
Acquisitions and disposals
31 December 2023
£
£
£
£
Cash at bank and in hand
1,439,079
3,959,302
31,153
5,429,534
Borrowings excluding overdrafts
(8,611,339)
(8,631,501)
-
(17,242,840)
Obligations under finance leases
(290,129)
117,191
-
(172,938)
(7,462,389)
(4,555,008)
31,153
(11,986,244)
32
Prior period adjustment

The comparative period has been restated to:

 

The impact on the comparative period results is shown below.

 

SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
32
Prior period adjustment
(Continued)
- 42 -
Reconciliation of changes in equity - group
1 August
31 July
2021
2022
£
£
Adjustments to prior period
Capitalisation of finance transaction costs
-
371,661
Amortisation of finance transaction costs
-
(20,508)
Allocation of transaction costs to share premium
-
(104,340)
Reclassification of A Ordinary shares to preference shares - debt
-
(320,851)
Capital contribution from owner
-
755,926
Over amortisation of goodwill
-
266,913
Total adjustments
-
948,801
Equity as previously reported
(69,384)
273,317
Equity as adjusted
(69,384)
1,222,118
Analysis of the effect upon equity
Share premium
-
(425,191)
Profit and loss reserves
-
1,373,992
-
948,801
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior period
Capitalisation of finance transaction costs
371,661
Amortisation of finance transaction costs
(20,508)
Over amortisation of goodwill
266,913
Total adjustments
618,066
Loss as previously reported
(1,263,362)
Loss as adjusted
(645,296)
SDC GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
32
Prior period adjustment
(Continued)
- 43 -
Reconciliation of changes in equity - company
1 August
31 July
2021
2022
£
£
Adjustments to prior period
Capitalisation of finance transaction costs
-
371,661
Amortisation of debt related finance transaction costs
-
(20,508)
Allocation of transaction costs to share premium
-
(104,340)
Reclassification of A Ordinary shares to preference shares - debt
-
(320,851)
Capital contribution from owner
-
755,926
Total adjustments
-
681,888
Equity as previously reported
(218,559)
433,235
Equity as adjusted
(218,559)
1,115,123
Analysis of the effect upon equity
Share premium
-
(425,191)
Profit and loss reserves
-
1,107,079
-
681,888
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior period
Capitalisation of finance transaction costs
371,661
Amortisation of debt related finance transaction costs
(20,508)
Total adjustments
351,153
Loss as previously reported
(954,269)
Loss as adjusted
(603,116)
2023-12-312022-08-01falseCCH SoftwareCCH Accounts Production 2024.210P J FrielC J FrielL HoodJ BuckleyP McGettrickJ SeigalD McBurnieC NixonMs L HoodG ClarkefalsefalseSC478224bus:Consolidated2022-08-012023-12-31SC4782242022-08-012023-12-31SC478224bus:Director12022-08-012023-12-31SC478224bus:Director22022-08-012023-12-31SC478224bus:Director32022-08-012023-12-31SC478224bus:Director62022-08-012023-12-31SC478224bus:Director72022-08-012023-12-31SC478224bus:Director102022-08-012023-12-31SC478224bus:Director42022-08-012023-12-31SC478224bus:Director52022-08-012023-12-31SC478224bus:Director82022-08-012023-12-31SC478224bus:Director92022-08-012023-12-31SC478224bus:RegisteredOffice2022-08-012023-12-31SC478224bus:Consolidated2023-12-31SC4782242023-12-31SC478224bus:Consolidated2021-08-012022-07-31SC4782242021-08-012022-07-31SC478224core:Goodwillbus:Consolidated2023-12-31SC478224core:Goodwillbus:Consolidated2022-07-31SC478224bus:Consolidated2022-07-31SC4782242022-07-31SC478224core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2023-12-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-12-31SC478224core:LeaseholdImprovementsbus:Consolidated2023-12-31SC478224core:PlantMachinerybus:Consolidated2023-12-31SC478224core:FurnitureFittingsbus:Consolidated2023-12-31SC478224core:ComputerEquipmentbus:Consolidated2023-12-31SC478224core:MotorVehiclesbus:Consolidated2023-12-31SC478224core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-07-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-07-31SC478224core:LeaseholdImprovementsbus:Consolidated2022-07-31SC478224core:PlantMachinerybus:Consolidated2022-07-31SC478224core:FurnitureFittingsbus:Consolidated2022-07-31SC478224core:ComputerEquipmentbus:Consolidated2022-07-31SC478224core:MotorVehiclesbus:Consolidated2022-07-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-31SC478224core:FurnitureFittings2023-12-31SC478224core:ComputerEquipment2023-12-31SC478224core:MotorVehicles2023-12-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-07-31SC478224core:FurnitureFittings2022-07-31SC478224core:ComputerEquipment2022-07-31SC478224core:MotorVehicles2022-07-31SC478224core:ShareCapitalbus:Consolidated2023-12-31SC478224core:ShareCapitalbus:Consolidated2022-07-31SC478224core:SharePremiumbus:Consolidated2023-12-31SC478224core:SharePremiumbus:Consolidated2022-07-31SC478224core:ShareCapital2023-12-31SC478224core:ShareCapital2022-07-31SC478224core:SharePremium2023-12-31SC478224core:SharePremium2022-07-31SC478224core:RetainedEarningsAccumulatedLosses2023-12-31SC478224core:ShareCapitalbus:Consolidated2021-07-31SC478224core:SharePremiumbus:Consolidated2021-07-31SC478224core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-07-31SC478224core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-07-31SC478224core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-31SC478224core:ShareCapital2021-07-31SC478224core:SharePremium2021-07-31SC478224core:RetainedEarningsAccumulatedLosses2021-07-31SC478224core:RetainedEarningsAccumulatedLosses2022-07-31SC478224core:ShareCapitalbus:Consolidated2021-08-012022-07-31SC478224core:SharePremiumbus:Consolidated2021-08-012022-07-31SC478224core:ShareCapitalbus:Consolidated2022-08-012023-12-31SC478224core:SharePremiumbus:Consolidated2022-08-012023-12-31SC478224core:ShareCapital2021-08-012022-07-31SC478224core:SharePremium2021-08-012022-07-31SC478224core:ShareCapital2022-08-012023-12-31SC478224core:SharePremium2022-08-012023-12-31SC478224bus:Consolidated2021-07-31SC478224core:Goodwill2022-08-012023-12-31SC478224core:LandBuildingscore:OwnedOrFreeholdAssets2022-08-012023-12-31SC478224core:LandBuildingscore:LongLeaseholdAssets2022-08-012023-12-31SC478224core:LeaseholdImprovements2022-08-012023-12-31SC478224core:PlantMachinery2022-08-012023-12-31SC478224core:FurnitureFittings2022-08-012023-12-31SC478224core:ComputerEquipment2022-08-012023-12-31SC478224core:MotorVehicles2022-08-012023-12-31SC478224core:UKTaxbus:Consolidated2022-08-012023-12-31SC478224core:UKTaxbus:Consolidated2021-08-012022-07-31SC478224bus:Consolidated12022-08-012023-12-31SC478224bus:Consolidated12021-08-012022-07-31SC478224bus:Consolidated22022-08-012023-12-31SC478224bus:Consolidated22021-08-012022-07-31SC478224bus:Consolidated32022-08-012023-12-31SC478224bus:Consolidated32021-08-012022-07-31SC478224bus:Consolidated42022-08-012023-12-31SC478224bus:Consolidated42021-08-012022-07-31SC478224bus:Consolidated52022-08-012023-12-31SC478224bus:Consolidated52021-08-012022-07-31SC478224core:Goodwillbus:Consolidated2022-07-31SC478224core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-012023-12-31SC478224core:Goodwillbus:Consolidated2022-08-012023-12-31SC478224core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-07-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-07-31SC478224core:LeaseholdImprovementsbus:Consolidated2022-07-31SC478224core:PlantMachinerybus:Consolidated2022-07-31SC478224core:FurnitureFittingsbus:Consolidated2022-07-31SC478224core:ComputerEquipmentbus:Consolidated2022-07-31SC478224core:MotorVehiclesbus:Consolidated2022-07-31SC478224bus:Consolidated2022-07-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-07-31SC478224core:FurnitureFittings2022-07-31SC478224core:ComputerEquipment2022-07-31SC478224core:MotorVehicles2022-07-31SC4782242022-07-31SC478224core:LandBuildingscore:OwnedOrFreeholdAssetsbus:Consolidated2022-08-012023-12-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-08-012023-12-31SC478224core:LeaseholdImprovementsbus:Consolidated2022-08-012023-12-31SC478224core:PlantMachinerybus:Consolidated2022-08-012023-12-31SC478224core:FurnitureFittingsbus:Consolidated2022-08-012023-12-31SC478224core:ComputerEquipmentbus:Consolidated2022-08-012023-12-31SC478224core:MotorVehiclesbus:Consolidated2022-08-012023-12-31SC478224core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-08-012023-12-31SC478224core:PlantMachinery2023-12-31SC478224core:PlantMachinery2022-07-31SC478224core:UnlistedNon-exchangeTradedbus:Consolidated2023-12-31SC478224core:UnlistedNon-exchangeTradedbus:Consolidated2022-07-31SC478224core:UnlistedNon-exchangeTraded2023-12-31SC478224core:UnlistedNon-exchangeTraded2022-07-31SC478224core:Subsidiary12022-08-012023-12-31SC478224core:Subsidiary22022-08-012023-12-31SC478224core:Subsidiary32022-08-012023-12-31SC478224core:Subsidiary42022-08-012023-12-31SC478224core:Subsidiary52022-08-012023-12-31SC478224core:Subsidiary62022-08-012023-12-31SC478224core:Subsidiary72022-08-012023-12-31SC478224core:Subsidiary82022-08-012023-12-31SC478224core:Subsidiary92022-08-012023-12-31SC478224core:Subsidiary102022-08-012023-12-31SC478224core:Subsidiary112022-08-012023-12-31SC478224core:Subsidiary122022-08-012023-12-31SC478224core:Subsidiary132022-08-012023-12-31SC478224core:Subsidiary142022-08-012023-12-31SC478224core:Subsidiary152022-08-012023-12-31SC478224core:Subsidiary162022-08-012023-12-31SC478224core:Subsidiary182022-08-012023-12-31SC478224core:Subsidiary172022-08-012023-12-31SC478224core:Subsidiary192022-08-012023-12-31SC478224core:Subsidiary202022-08-012023-12-31SC47822412022-08-012023-12-31SC478224core:CurrentFinancialInstruments2023-12-31SC478224core:CurrentFinancialInstruments2022-07-31SC478224core:CurrentFinancialInstrumentsbus:Consolidated2023-12-31SC478224core:CurrentFinancialInstrumentsbus:Consolidated2022-07-31SC478224core:WithinOneYearbus:Consolidated2023-12-31SC478224core:WithinOneYearbus:Consolidated2022-07-31SC478224core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-31SC478224core:CurrentFinancialInstrumentscore:WithinOneYear2022-07-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-07-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYear2022-07-31SC478224core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-31SC478224core:Non-currentFinancialInstrumentsbus:Consolidated2022-07-31SC478224core:Non-currentFinancialInstruments2023-12-31SC478224core:Non-currentFinancialInstruments2022-07-31SC478224core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-31SC478224core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-07-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-12-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12022-07-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYear22023-12-31SC478224core:Non-currentFinancialInstrumentscore:AfterOneYear22022-07-31SC478224core:WithinOneYear2023-12-31SC478224core:WithinOneYear2022-07-31SC478224core:BetweenTwoFiveYearsbus:Consolidated2023-12-31SC478224core:BetweenTwoFiveYearsbus:Consolidated2022-07-31SC478224core:BetweenTwoFiveYears2023-12-31SC478224core:BetweenTwoFiveYears2022-07-31SC478224bus:PrivateLimitedCompanyLtd2022-08-012023-12-31SC478224bus:FRS1022022-08-012023-12-31SC478224bus:Audited2022-08-012023-12-31SC478224bus:ConsolidatedGroupCompanyAccounts2022-08-012023-12-31SC478224bus:FullAccounts2022-08-012023-12-31xbrli:purexbrli:sharesiso4217:GBP