Company registration number NI692212 (Northern Ireland)
DCL HOLDINGS (N.I) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
DCL HOLDINGS (N.I) LIMITED
COMPANY INFORMATION
Directors
Mr Campbell Davis
(Appointed 28 October 2022)
Dr Paul Keown
(Appointed 28 October 2022)
Dr Lynda Martin
(Appointed 28 October 2022)
Mr Michael Nelson
(Appointed 28 October 2022)
Company number
NI692212
Registered office
Norwood House
96-102 Great Victoria Street
Belfast
BT2 7BE
Auditor
Harbinson Mulholland
Centrepoint
24 Ormeau Avenue
Belfast
Co. Antrim
Northern Ireland
BT2 8HS
DCL HOLDINGS (N.I) LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Income statement
7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 28
DCL HOLDINGS (N.I) LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the Period ended 31 March 2024.

Review of the business

The directors consider the main key performance indicators of the group to be turnover and gross margin, which can be derived from the financial statements. The directors consider the results for the year to be satisfactory.

The group uses various financial instruments including cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The existence of these financial instruments exposes the group to some financial risks, which are described in more detail below. The group does not make use of derivative transactions to minimise exposure to interest rates or foreign exchange.

 

The main risks arising from the group's financial instruments are liquidity risk, credit risk and price and market risk.

 

The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years.

 

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The group policy throughout the year has been to ensure continuity of funding by matching the source of funds to the intended use of those funds, so working capital is financed out of reserves.

 

Credit risk

The group's principal financial assets are cash and debtors. The credit risk associated with cash is limited. The group policy requires appropriate credit checks to be made on potential customers before contracts are entered into. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the Directors.

 

Price and market risk

As the group does not normally make investments, price risk is considered inconsequential. Transactions other than in Sterling are inconsequential.

On behalf of the board

Mr Michael Nelson
Director
1 October 2024
DCL HOLDINGS (N.I) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -

The directors present their annual report and financial statements for the Period ended 31 March 2024.

Principal activities

The principal activity of the company and group continued to be the provision of consultant engineering services.

Results and dividends

The results for the Period are set out on page 7.

Ordinary dividends were paid amounting to £1,461,594. 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:

Mr Campbell Davis
(Appointed 28 October 2022)
Dr Paul Keown
(Appointed 28 October 2022)
Dr Lynda Martin
(Appointed 28 October 2022)
Mr Michael Nelson
(Appointed 28 October 2022)
Mr Ian Long
(Appointed 28 October 2022 and resigned 10 April 2024)
Statement of directors' responsibilities

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.

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

DCL HOLDINGS (N.I) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -
On behalf of the board
Mr Michael Nelson
Director
1 October 2024
DCL HOLDINGS (N.I) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DCL HOLDINGS (N.I) LIMITED
- 4 -
Opinion

We have audited the financial statements of DCL Holdings (N.I.) Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 March 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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:

DCL HOLDINGS (N.I) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DCL HOLDINGS (N.I) LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

DCL HOLDINGS (N.I) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DCL HOLDINGS (N.I) LIMITED
- 6 -

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

The purpose of our audit work and to whom we owe our responsibilities

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.

Angela Craigan (Senior Statutory Auditor)
For and on behalf of Harbinson Mulholland
1 October 2024
Chartered Accountants
Statutory Auditor
Centrepoint
24 Ormeau Avenue
Belfast
Co. Antrim
Northern Ireland
BT2 8HS
DCL HOLDINGS (N.I) LIMITED
GROUP INCOME STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
Period
ended
31 March
2024
Notes
£
Turnover
14,477,672
Cost of sales
(10,220,586)
Gross profit
4,257,086
Distribution costs
(18,905)
Administrative expenses
(3,167,247)
Operating profit
3
1,070,934
Interest receivable and similar income
5
8,461
Interest payable and similar expenses
6
(275)
Profit before taxation
1,079,120
Tax on profit
7
(723,300)
Profit for the financial Period
355,820
Profit for the financial Period is all attributable to the owners of the parent company.
DCL HOLDINGS (N.I) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
Period
ended
31 March
2024
£
Profit for the Period
355,820
Other comprehensive income
-
Total comprehensive income for the Period
355,820
Total comprehensive income for the Period is all attributable to the owners of the parent company.
DCL HOLDINGS (N.I) LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
Notes
£
£
Fixed assets
Goodwill
9
8,906,176
Tangible assets
10
244,694
9,150,870
Current assets
Debtors
13
6,025,395
Cash at bank and in hand
1,136,252
7,161,647
Creditors: amounts falling due within one year
14
(4,303,727)
Net current assets
2,857,920
Total assets less current liabilities
12,008,790
Provisions for liabilities
Deferred tax liability
15
48,369
(48,369)
Net assets
11,960,421
Capital and reserves
Called up share capital
17
37,506
Profit and loss reserves
11,922,915
Total equity
11,960,421

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 1 October 2024 and are signed on its behalf by:
01 October 2024
Mr Michael Nelson
Director
Company registration number NI692212 (Northern Ireland)
DCL HOLDINGS (N.I) LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
11
14,196,807
Current assets
Debtors
13
1,777,669
Cash at bank and in hand
69
1,777,738
Net current assets
1,777,738
Net assets
15,974,545
Capital and reserves
Called up share capital
17
37,506
Profit and loss reserves
15,937,039
Total equity
15,974,545

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,807,154.

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 1 October 2024 and are signed on its behalf by:
01 October 2024
Mr Michael Nelson
Director
Company registration number NI692212 (Northern Ireland)
DCL HOLDINGS (N.I) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 28 October 2022
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
355,820
355,820
Issue of share capital
17
37,506
13,591,479
-
13,628,985
Dividends
8
-
-
(2,024,384)
(2,024,384)
Other movements
-
(13,591,479)
13,591,479
-
Balance at 31 March 2024
37,506
-
0
11,922,915
11,960,421
DCL HOLDINGS (N.I) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 28 October 2022
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
3,807,154
3,807,154
Issue of share capital
17
37,506
13,591,479
-
13,628,985
Dividends
8
-
-
(1,461,594)
(1,461,594)
Other movements
-
(13,591,479)
13,591,479
-
Balance at 31 March 2024
37,506
-
0
15,937,039
15,974,545
DCL HOLDINGS (N.I) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
21
2,454,385
Interest paid
(275)
Income taxes paid
(314,005)
Net cash inflow/(outflow) from operating activities
2,140,105
Investing activities
Purchase of business
1,073,223
Purchase of tangible fixed assets
(70,562)
Proceeds from disposal of tangible fixed assets
9,400
Interest received
8,461
Net cash generated from/(used in) investing activities
1,020,522
Financing activities
Proceeds from issue of shares
9
Dividends paid to equity shareholders
(2,024,384)
Net cash used in financing activities
(2,024,375)
Net increase in cash and cash equivalents
1,136,252
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
1,136,252
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information

DCL Holdings (N.I.) Limited (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is .

 

The group consists of DCL Holdings (N.I.) Limited and all of its subsidiaries.

1.1
Reporting period

The company prepared accounts for a 17 month period to their selected period end date of 31 March, in line with the subsidiary it acquired during the period.

1.2
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

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

 

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. 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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company DCL Holdings (N.I.) 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 March 2024. 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Turnover

Turnover 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 from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 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.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10% on original cost
Fixtures and fittings
12.5% on original cost
Computers
25% on original cost
Motor vehicles
25% on original cost

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 income statement.

1.9
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.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

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

 

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.

1.11
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.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.12
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 statement of financial position 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.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
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.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
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 income statement 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.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
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 income statement, 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.

1.15
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.

1.16
Retirement benefits

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

1.17
Leases

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.

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.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
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.

WIP, Accrued Income and Deferred Income

Included within debtors is work in progress of £783,538 and accrued income of £240,919. And included within creditors is deferred income of £784,584. In calculating these balances the directors have made estimates, in particular relating to the stage of completion of projects.

Impairment of Trade Debtors

The company trades with a large and varied number of customers on credit terms. Some debts due will not be paid through the default of a small number of customers. The company uses estimates based on historical experience and current information in determining the level of debts for which a provision is required. The level of provision required is reviewed on an ongoing basis. The total amount of trade debtors is £2,678,109.

Useful life of tangible and intangible assets

Long-lived assets comprising primarily of goodwill, IT equipment and other fixtures and fittings represent a portion of total assets. The annual depreciation charge depends primarily on the estimated lives of each type of asset. The directors regularly review these useful lives and change them if necessary to reflect current conditions. In determining these useful lives management consider technological change, patterns of consumption, physical condition and expected economic utilisation of the assets. Changes in the useful lives can have a significant impact on the depreciation charge for the financial year. The net book value of Tangible Fixed Assets subject to depreciation at the financial year end date was £244,694. The net book value of goodwill subject to amortisation at the financial year end date was £8,906,176.

3
Operating profit
2024
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(61,826)
Fees payable to the group's auditor for the audit of the group's financial statements
-
Depreciation of owned tangible fixed assets
133,679
Profit on disposal of tangible fixed assets
(9,400)
Amortisation of intangible assets
2,226,544
Operating lease charges
95,593
4
Employees

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

Group
Company
2024
2024
Number
Number
140
-
0
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
4
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
5,510,700
-
0
Pension costs
632,038
-
0
6,142,738
-
0
5
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
8,461
6
Interest payable and similar expenses
2024
£
Other interest
275
7
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
728,293
Deferred tax
Origination and reversal of timing differences
(4,993)
Total tax charge
723,300
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
7
Taxation
(Continued)
- 23 -

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

2024
£
Profit before taxation
1,079,120
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
269,780
Permanent capital allowances in excess of depreciation
15,856
Amortisation on assets not qualifying for tax allowances
556,636
Other non-reversing timing differences
(10,842)
Other permanent differences
(103,137)
Deferred tax
(4,993)
Taxation charge
723,300
8
Dividends
2024
Recognised as distributions to equity holders:
£
Final paid
1,461,594
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 28 October 2022
-
0
Additions - business combinations
11,132,720
At 31 March 2024
11,132,720
Amortisation and impairment
At 28 October 2022
-
0
Amortisation charged for the Period
2,226,544
At 31 March 2024
2,226,544
Carrying amount
At 31 March 2024
8,906,176
The company had no intangible fixed assets at 31 March 2024.
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 24 -
10
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 28 October 2022
-
0
-
0
-
0
-
0
-
0
Additions
-
0
-
0
55,145
15,417
70,562
Business combinations
45,571
21,762
240,478
-
0
307,811
At 31 March 2024
45,571
21,762
295,623
15,417
378,373
Depreciation and impairment
At 28 October 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the Period
7,735
5,783
116,307
3,854
133,679
At 31 March 2024
7,735
5,783
116,307
3,854
133,679
Carrying amount
At 31 March 2024
37,836
15,979
179,316
11,563
244,694
The company had no tangible fixed assets at 31 March 2024.
11
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
12
-
0
14,196,807
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 28 October 2022
-
Additions
14,196,807
At 31 March 2024
14,196,807
Carrying amount
At 31 March 2024
14,196,807
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
12
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Doran Consulting Limited
Northern Ireland
Ordinary
100.00
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
2,678,109
-
0
Amounts owed by group undertakings
1,700,509
1,777,669
Other debtors
783,838
-
0
Prepayments and accrued income
862,939
-
0
6,025,395
1,777,669
14
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Trade creditors
644,001
-
0
Corporation tax payable
360,926
-
0
Other taxation and social security
689,505
-
Deferred income
784,584
-
0
Other creditors
989
-
0
Accruals and deferred income
1,823,722
-
0
4,303,727
-
0
15
Deferred taxation

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

Liabilities
2024
Group
£
Accelerated capital allowances
48,369
The company has no deferred tax assets or liabilities.
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
15
Deferred taxation
(Continued)
- 26 -
Group
Company
2024
2024
Movements in the Period:
£
£
Asset at 28 October 2022
-
-
Credit to profit or loss
(4,993)
-
Other
53,362
-
Liability at 31 March 2024
48,369
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

16
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
632,038

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.

17
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of £1 each
20,838
20,838
Ordinary B shares of £1 each
16,668
16,668
37,506
37,506
DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 27 -
18
Acquisition of a business

On 12 April 2023 the group acquired 100% of the issued capital of Doran Consulting Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
307,811
-
307,811
Trade and other receivables
4,407,190
-
4,407,190
Cash and cash equivalents
1,641,054
-
1,641,054
Trade and other payables
(3,238,606)
-
(3,238,606)
Provisions
(53,362)
-
(53,362)
Total identifiable net assets
3,064,087
-
3,064,087
Goodwill
11,132,720
Total consideration
14,196,807
The consideration was satisfied by:
£
Cash
567,831
Issue of shares
13,628,976
14,196,807
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
14,477,622
Profit after tax
2,582,455

The goodwill arising on the acquisition of the business is attributable to the anticipated future profitability of the company.

DCL HOLDINGS (N.I) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
19
Operating lease commitments
Lessee

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

Group
Company
2024
2024
£
£
Within one year
364,012
-
Between two and five years
436,606
-
800,618
-
20
Events after the reporting date

After the reporting period, on 9 April 2024, the share capital of the company was purchased by Doran Consulting Group Limited and Ian Long exited the group as a director and shareholder.

21
Cash generated from/(absorbed by) group operations
2024
£
Profit for the Period after tax
355,820
Adjustments for:
Taxation charged
723,300
Finance costs
275
Investment income
(8,461)
Gain on disposal of tangible fixed assets
(9,400)
Amortisation and impairment of intangible assets
2,226,544
Depreciation and impairment of tangible fixed assets
133,679
Decrease in provisions
(53,362)
Movements in working capital:
Increase in debtors
(1,618,205)
Decrease in creditors
(80,389)
Increase in deferred income
784,584
Cash generated from/(absorbed by) operations
2,454,385
22
Analysis of changes in net funds - group
28 October 2022
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
-
1,136,252
1,136,252
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