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Registered number: 13980172










DUNE TOPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 27 JANUARY 2024

 
DUNE TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
Alice Arnold 
James Cox 
Nigel Darwin 
John Egan 
Olivia Kaye 
Matthew McEvoy 
Anne Rubin 
Daniel Rubin 
Edward Rubin 




Secretary
Alice Arnold



Company number
13980172



Registered office
4th Floor
The White Building

11 Evesham Street

London

W11 4AJ




Statutory auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW





 
DUNE TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1 - 6
Directors' report
7 - 8
Independent auditors' report
9 - 12
Consolidated profit and loss account
13
Consolidated statement of comprehensive income
14
Consolidated balance sheet
15 - 16
Company balance sheet
17
Consolidated statement of changes in equity
18
Company statement of changes in equity
19
Consolidated statement of cash flows
20 - 21
Consolidated analysis of net debt
22
Notes to the financial statements
23 - 55


 
DUNE TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 27 JANUARY 2024

Introduction
 
The directors present their annual report and financial statements for the 52 week period ended 27 January 2024 (2023: 52 week period ended 28 January 2023)

Business review
 
The Group achieved growth in the period, both overall and Like for Like (LFL), reflecting good progress on the key growth platforms of omnichannel in the UK market, global growth and category development, particularly Accessories and Men's.
During the period the Group opened five full price stores and implemented operational improvements to the Dune London e-commerce platform to enhance the customer experience. New stores and concessions were also opened in conjunction with our franchise partners in the Middle East, Australia and Nigeria, and we have grown existing and new wholesale accounts in the UK and overseas. The Group has also continued its expansion in the North American market in both concessions and online through wholesale and dropship models.
This growth was against the backdrop of a challenging and unpredictable trading environment, with the impact of the rising cost of living, unseasonal weather patterns and geopolitical instability, affecting demand for fashion footwear and accessories and accentuating consumer focus on newness and value. Cost inflation has also had a significant impact on profitability.
Consequently, the Group’s earnings before interest, tax, depreciation, amortisation (EBITDA) and exceptional costs during the period were a profit of £4.9m (2023: £10.9m). 
In response to this, the Group has implemented certain internal restructuring measures to simplify operations and rationalise its cost base. 

Future developments

The Group has a clear strategy for future growth that concentrates on the strategic pillars of brand elevation, focus on the customer, digital capability and making Dune London a truly global brand.
The Group will continue to elevate the brand through enhanced product and brand marketing and by offering a premium customer shopping experience. We are also making important strides in making the product, supply chain and operations more sustainable.
There will be further investment in online operations and partnerships, with a particular focus on customer relationship management, to allow us to communicate with our customers in a more engaging and relevant way.  
We will also continue to open new stores in high footfall locations when we are able to secure attractive rental terms that allow us to make an acceptable return. 
During the period the group acquired the remaining 50% of its Swiss Joint Venture allowing us to take full control of the business in this region.

Page 1

 
DUNE TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Future developments (CONTINUED)

International expansion is a key strategic focus, and we plan for further growth, in particular in the Middle East in conjunction with our franchise partner along with further building the US business both with existing and new partners.
Category development, in particular in Accessories and Men’s, offers a key platform for growth, as we drive awareness of our brand in these categories and strengthen our elevated product offering in Accessories. We will also further develop our product collections to allow the brand to optimise distribution opportunities across markets and channels.  
Overall, we see considerable opportunity to continue to grow the Dune London brand and improve profitability through new marketplace and wholesale opportunities, investment in our e-commerce platform to make it best in class and having an expanding UK store estate. At the same time, we will manage our costs and cash to improve our position and remain flexible in response to changing conditions. 

Key performance indicators
 
In addition to turnover and EBITDA before exceptional costs, the principal key performance indicators the directors use to assess performance are: (1) the number of stores and concessions globally; (2) growth in Dune website sales; (3) Like for Like (LFL) retail sales, meaning sales achieved under circumstances comparable to the previous period; and (4) available liquidity.
There were 150 stores and 162 concessions at period end (2023: 144 stores and 157 concessions). Sales through the Dune website grew +2.3% year on year (2023: +0%), and total ecommerce sales grew by +3.9% (2023: +12.8%). LFL Retail sales for the period were +1.4% (2023: +17.3%). Closing cash and cash equivalents for the period were -£4.8m (2023: -£2.4m), giving available headroom against the total facility of £19.6m (2023: £21.7m).

Principal risks and uncertainties

The directors acknowledge their responsibility for the Group’s systems of internal control, and for identifying, evaluating and managing the risks faced by the business. The principal risks and uncertainties are detailed below: 
Uncertain trading environment 
The business continues to operate in an environment impacted by an increasingly complex set of external factors. Ongoing cost of living challenges, cost of goods inflation, energy price volatility and increased interest rates, along with the potential for further global geopolitical and economic instability, have combined to create a difficult and unpredictable trading environment which could negatively impact performance. The Group is mindful that there may be an adverse impact on demand and prioritises focus and discipline across the business on cost, range and availability. 
Product
A primary challenge as a fashion retailer, wholesaler and international franchiser is to produce an attractive product range which is distinctive, relevant and affordable. The business has invested consistently in design and development to ensure that it delivers a range that is fashionable, comfortable and of excellent quality. There is also a focus on transitional products that are less dependant on seasonal weather changes. The buying team has developed long term relationships with a broad network of suppliers to ensure the product meets these goals and that the supply chain is robust and reliable.

Page 2

 
DUNE TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Principal risks and uncertainties (CONTINUED)
 
People
The Group’s employees are a key differentiator in delivering outstanding product ranges and providing excellent customer service. The business is dedicated to attracting, developing and retaining high quality people to achieve these goals.  
IT risk
The Group is reliant on a suite of IT systems to manage and control the business. There are policies and procedures in place in order to safeguard the hardware, software and the data we hold.
Data privacy and cyber security
The Group is GDPR compliant and processes have been established to review the data protection implications of any new projects. The Board provides an ongoing review of cyber security essentials and ensures that our IT security infrastructure is appropriately implemented, tested, reviewed and improved.
Liquidity
The Group manages working capital very closely in order to maximise free cash flow available to invest in the future of the business. The Group’s debt position, available liquidity and cashflow projections are monitored and reported to the Board on at least a monthly basis. 
Treasury
The business is exposed to foreign exchange transactional risk as it sources the majority of its stock from overseas suppliers in US Dollars and Euros. The Group’s policy is to hedge against the risk of adverse movements in exchange rates through the use of forward contracts. 
 

Page 3

 
DUNE TOPCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Streamlined Energy and Carbon Reporting (SECR)
 
This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 29 January 2023 to 27 January 2024, pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government’s Streamlined Energy and Carbon Reporting (SECR) policy.
Our methodology to calculate our greenhouse gas emissions is based on the 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019)’, using DESNZ's 2022 and 2023 conversion factors as appropriate. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.
We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations. 
During the reporting period, we have upgraded to LED lighting within our Distribution Centre, following the complete upgrade of our store estate to LED lighting in the prior period. The table below includes total energy consumption (reported as kWh) and greenhouse gas emissions for the sources required by the regulations, along with our intensity ratio. In the previous reporting period, gas consumption was extrapolated from the best meter reads available at that time. More accurate data is now available and shows that the previous calculations were an underestimation. The below table therefore includes a restated set of figures for more accurate comparison.





Mandatory SECR Reporting Figures
29/01/2023 - 27/01/2024
30/01/2022 - 28/01/2023
Restated
31/01/2021 - 29/01/2022

Total Energy Consumption – Used for Emissions Calculation (kWh)
6,268,788
5,803,857
6,311,110

Gas Combustion Emissions, Scope 1 (tCO2e)
600.1
478.5
602.7

Purchased Electricity Emissions, Scope 2 (tCO2e)
474.0
478.0
476.8

Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)
159.0
162.6
177.6

Vehicle Electricity Emissions, Scope 2 (tCO2e)
0.1
-
-

Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)
8.7
9.7
6.9

Total Gross Reported Emissions (tCO2e)
1,241.9
1,128.8
1,264.0

Turnover (£m)
129.3
134.0
112.5

Intensity Ratio: Turnover (tCO2e / £m)
9.6
8.4
11.24

Page 4

 
DUNE TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Section 172 (1) Statement
 
This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in exercising their duty to promote the success of the Group for the benefit of its members as a whole.  We consider the Group's major stakeholders to be our customers, employees, partners, suppliers and shareholders.
Having regard to the likely consequences of any decision in the long term
The board is committed to strong corporate governance and holds regular meetings to ensure that the implications of its strategic decisions are carefully assessed. Day-to-day management and decision making is delegated to the executive management team, however the board sets the strategic direction and reviews performance closely to ensure that all key decisions are favourable to the long-term sustainable growth of the business.
Having regard to the interests of the Group’s employees
The Board considers our employees to be key to the success of the business and ensures that their interests are fully considered when strategic decisions are made. Communication with employees is made through update emails, bi-annual conferences and face-to-face meetings. Members of the Board are highly visible in the central support office and regularly visit stores and the distribution centre which effectively ensures that the Board stays alert to the views of the workforce.  We support hybrid working and other flexible working arrangements and conduct regular surveys to ensure that people feel adequately supported. The Board is committed to helping employees improve their skills and knowledge, and training and development is available across the business.
Having regard to the need to foster the Group’s business relationships with external stakeholders
The interests of customers are considered in key decisions relating to store openings and closures, website development, selection of product lines, pricing, selection and monitoring of suppliers to ensure quality, social compliance and safety standards.  We communicate with our customers through our Customer Experience Team, in stores, through social media and through post purchase surveys, and we discuss customer feedback in our weekly trade meetings. The business has longstanding relationships with many of its suppliers and we work collaboratively to address any issues that arise.  When onboarding new suppliers, financial and non-financial factors are considered to ensure we are working with the right suppliers.  
Having regard to the impact of the Group’s operations on the community and the environment
The directors are committed to the group being a responsible retailer by working towards lessening environmental impacts and taking care of the people that design, make and sell our products. The business has set ambitious targets for recycled, renewable and responsibly sourced materials. To reduce our carbon emissions we have moved to renewable electricity, we use sea transportation wherever possible and have made changes in store refits and in our central support office and distribution centre to reduce energy consumption.  We are members of both Sedex and AmforiBSCI, and through these ethical trading platforms we have visibility of the social audits of our supplier factories. We are a corporate partner of the charity Mental Health UK. As well as fundraising, we champion the work they do. In addition, we provide in-kind logistics support to the charity  Goods for Good which sources products to be sent to communities in need around the world.





 
Page 5

 
DUNE TOPCO LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Having regard to the desirability of the Group maintaining a reputation for high standards of business conduct
The directors recognise the importance of operating a strong corporate governance framework and are committed to conducting business in an ethical and transparent manner.  We operate a number of employee and supplier policies which strengthen group and supplier awareness of our expectations. Our teams know that there are effective systems and measures in place to address any issues. The Audit Committee exercises strong oversight over the Group’s activities in these areas. We are in regular contact with our suppliers and monitor compliance to the required standards of quality and social conditions. 
Having regard to the need to act fairly as between members of the Group
The directors are aware of their responsibility to protect and manage its shareholders’ investment.  Long-term shareholder value is considered when making all strategic and impactful decisions. The Company’s largest shareholders sit on the board and are involved in all key decision-making.  The Company has different classes of share in issue and so all shareholders do not benefit from the same rights (which are set out in the Company’s articles of association and the Companies Act 2006). 


This report was approved by the board and signed on its behalf by.



Daniel Rubin
Director

Date: 25 July 2024

Page 6

 
DUNE TOPCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 27 JANUARY 2024

The directors present their report and the financial statements for the period ended 27 January 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Principal activities

The principal activity of the Company is that of a holding company of a group whose principal activities are the sale of footwear and accessories in the UK and Internationally. 

Results and dividends

The loss for the period, after taxation, amounted to £1,698,729 (2023: profit £5,667,581).

Directors

The directors who served during the period were:

Alice Arnold 
James Cox 
Nigel Darwin 
John Egan 
Olivia Kaye 
Matthew McEvoy 
Anne Rubin 
Daniel Rubin 
Edward Rubin 

Page 7

 
DUNE TOPCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024

Employees and disabled persons

Applications for employment are considered based on the aptitudes and abilities of prospective applicants, regardless of any personal disability. Continued training and support are given to all employees throughout their career with the Company, including specific provision for any employees with existing disabilities or who become disabled whilst employed at the Company.

For further details on how the board has regard to the interests of the Company's employees, please refer to the s172(1) Statement in the Strategic Report.

Corporate responsibility

For details on how the board has had regard to the impact of the Company's operations on the community and the environment, to the Company's business relationships with suppliers, customers and others and to maintaining a reputation for high standards of business conduct, please refer to the s172(1) Statement in the Strategic Report.

Greenhouse gas emissions, energy consumption and energy efficiency action

For information in respect of greenhouse gas emissions, energy consumption and efficiency action, please refer to the streamlined energy and carbon reporting (SECR) in the Strategic Report. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

Simmons Gainsford LLP, the previous auditors, have transferred their audit business to Sumer Auditco Limited who will be deemed to have been reappointed pursuant to section 487 (2) of the Companies Act 2006 and continue in office.

This report was approved by the board and signed on its behalf.
 





Daniel Rubin
Director

Date: 25 July 2024

Page 8

 
DUNE TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUNE TOPCO LIMITED
 

Opinion


We have audited the financial statements of Dune Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 27 January 2024, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 27 January 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis of opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 9

 
DUNE TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUNE TOPCO LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 
DUNE TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUNE TOPCO LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:

the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
the nature of the Group, including its management structure and control systems (including the opportunity for management to override such controls);
management's incentives and opportunities for fraudulent manipulation of the financial statements including the Group's remuneration and bonus policies and performance targets; and
the industry and environment in which it operates.

We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.

Based on this understanding we identified the following matters as being of significance to the entity:

laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation;
the timing of the recognition of commercial income;
management bias in selecting accounting policies and determining estimates;
recoverability of debtors; and
the requirement to impair its stocks and investments and the amount of any such impairment.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team member including the auditors of significant components. 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:

enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
assessment of matters reported to management and the result of the subsequent investigation;
obtaining an understanding of the relevant controls during the period;
obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the period;
Page 11

 
DUNE TOPCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DUNE TOPCO LIMITED (CONTINUED)

review documentation relating to compliance with the regulations relating to health and safety including health and safety certificates; fire assessment reports and the Company's internal audit reports;
challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of tangible fixed assets; amortisation of intangible fixed assets; impairment of investments; carrying value of stock; onerous lease provision; and deferred tax asset;
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;
reviewing the financial statements for compliance with the relevant disclosure requirements;
performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
reviewing the minutes of board meetings and correspondence with HMRC; and
evaluating the underlying business reasons for any unusual transactions.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).he audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





Shilen Manek ACA, FCCA (Senior statutory auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Chartered Accountants
Statutory Auditors
  
14th Floor
33 Cavendish Square
London
W1G 0PW

25 July 2024
Page 12

 
DUNE TOPCO LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 27 JANUARY 2024


period ended
27 January
period ended
28 January
2024
2023
Note
£
£

  

Turnover
 4 
141,959,229
141,541,984

Cost of sales
  
(73,708,902)
(72,538,928)

Gross profit
  
68,250,327
69,003,056

Administrative expenses
  
(69,047,435)
(62,258,413)

Other operating income
 7 
1,455
50,904

Exceptional administrative items
 8 
(3,106,552)
811,636

Operating (loss)/profit
 5 
(3,902,205)
7,607,183

Share of profit of joint ventures
 14 
1,192,735
61,064

Total operating (loss)/profit
  
(2,709,470)
7,668,247

Interest receivable and similar income
 10 
12,785
-

Interest payable and similar expenses
 9 
(1,165,462)
(689,569)

(Loss)/profit before tax
  
(3,862,147)
6,978,678

Tax on (loss)/profit
 11 
2,163,418
(1,311,097)

(Loss)/profit for the financial period
  
(1,698,729)
5,667,581

  

The notes on pages 23 to 55 form part of these financial statements.

Page 13

 
DUNE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 27 JANUARY 2024

period ended
27 January
period ended
28 January
2024
2023
Note
£
£


(Loss)/profit for the financial period

  

(1,698,729)
5,667,581


Currency translation differences on foreign currency net investments
  
(64,437)
17,353

Net changes in fair value of cash flow hedges
  

   - Recycled to profit and loss account
 31 
113,907
(152,398)

   - At period end
 31 
(88,725)
(113,907)

Movement on deferred tax in other comprehensive income
 11 
(6,296)
57,432

Adjustment on transfer of joint venture to a subsidiary
 14 
650,565
-

Other comprehensive income for the period
  
605,014
(191,520)

Total comprehensive income for the period
  
(1,093,715)
5,476,061

The notes on pages 23 to 55 form part of these financial statements.

Page 14

 
DUNE TOPCO LIMITED


CONSOLIDATED BALANCE SHEET
AS AT 27 JANUARY 2024

27 January 2024
28 January 2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
285,000
351,936

Tangible assets
 12 
8,723,877
8,123,041

Investments
 14 
-
1

  
9,008,877
8,474,978

Current assets
  

Stocks
 16 
25,444,060
26,515,407

Debtors: amounts falling due within one year
 17 
20,146,278
19,392,953

Cash at bank and in hand
 18 
637,973
945,330

  
46,228,311
46,853,690

Creditors: amounts falling due within one year
 19 
(36,559,902)
(36,098,987)

Net current assets
  
 
 
9,668,409
 
 
10,754,703

Total assets less current liabilities
  
18,677,286
19,229,681

  

Provisions for liabilities
  

Other provisions
 20 
(874,462)
(333,142)

Net assets
  
 
 
17,802,824
 
 
18,896,539


Capital and reserves
  

Called up share capital 
 22 
240
240

Share premium account
 23 
1,378,963
1,378,963

Other reserves
 23 
741,436
741,436

Cashflow hedge reserve
 23 
(66,544)
(85,430)

Profit and loss account
 23 
15,748,729
16,861,330

Equity attributable to owners of the parent Company
  
17,802,824
18,896,539


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2024.



Daniel Rubin
Director

The notes on pages 23 to 55 form part of these financial statements.
Page 15

 
DUNE TOPCO LIMITED

    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 27 JANUARY 2024


Page 16

 
DUNE TOPCO LIMITED


COMPANY BALANCE SHEET
AS AT 27 JANUARY 2024

27 January 2024
28 January 2023
Note
£
£

Fixed assets
  

Investments
 14 
2,706,028
2,706,029

  
2,706,028
2,706,029

Current assets
  

Debtors: amounts falling due within one year
 17 
926,196
926,196

  
926,196
926,196

Creditors: amounts falling due within one year
 19 
(5,356,486)
(3,701,485)

Net current liabilities
  
 
 
(4,430,290)
 
 
(2,775,289)

Total assets less current liabilities
  
(1,724,262)
(69,260)

  

  

Net liabilities
  
(1,724,262)
(69,260)


Capital and reserves
  

Called up share capital 
 22 
240
240

Profit and loss account
 23 
(1,724,502)
(69,500)

  
(1,724,262)
(69,260)


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The loss after tax of the parent company for the year was £1,655,002 (2023: £69,500). 
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2024.


Daniel Rubin
Director

The notes on pages 23 to 55 form part of these financial statements.

Page 17

 
DUNE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 JANUARY 2024


Called up share capital
Share premium account
Other reserves
Cash flow hedge reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 30 January 2022
223
1,378,963
741,436
123,443
11,182,562
13,426,627


Comprehensive income for the period

Profit for the period
-
-
-
-
5,667,581
5,667,581

Other comprehensive income
-
-
-
(208,873)
11,187
(197,686)
Total comprehensive income for the period
-
-
-
(208,873)
5,678,768
5,469,895

Movement on share premium in the period
17
-
-
-
-
17



At 28 January 2023
240
1,378,963
741,436
(85,430)
16,861,330
18,896,539


Comprehensive income for the Period

Loss for the Period
-
-
-
-
(1,698,729)
(1,698,729)

Other comprehensive income
-
-
-
18,886
(64,437)
(45,551)

Adjustment on transfer of joint venture to a subsidiary
-
-
-
-
650,565
650,565
Total comprehensive income for the Period
-
-
-
18,886
(1,112,601)
(1,093,715)


At 27 January 2024
240
1,378,963
741,436
(66,544)
15,748,729
17,802,824


The notes on pages 23 to 55 form part of these financial statements.

Page 18

 
DUNE TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(69,500)
(69,500)
Total comprehensive income for the period
-
(69,500)
(69,500)

Shares issued during the period
240
-
240



At 28 January 2023
240
(69,500)
(69,260)



Loss for the period
-
(1,655,002)
(1,655,002)
Total comprehensive income for the period
-
(1,655,002)
(1,655,002)


At 27 January 2024
240
(1,724,502)
(1,724,262)


The notes on pages 23 to 55 form part of these financial statements.

Page 19

 
DUNE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 27 JANUARY 2024

Period ended
27 January 2024
Period ended
28 January 2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial period
(1,698,729)
5,667,581

Adjustments for:

Depreciation of tangible assets
4,408,147
3,942,177

Amortisation of intangible assets
79,131
82,706

(Profit) on disposal of tangible assets
7,617
(1,314,766)

(Profit) on disposal of intangible assets
-
(76,562)

Interest paid
1,165,462
689,569

Interest received
(12,785)
-

Taxation charge
(2,163,418)
1,311,097

Decrease/(increase) in stocks
1,995,708
(3,201,065)

Decrease/(increase) in debtors
1,662,407
(1,747,442)

(Decrease) in creditors
(784,980)
(2,450,541)

Increase/(decrease) in provisions
541,317
(641,556)

Share of operating profit/(loss) in joint ventures
(1,192,735)
(61,064)

Corporation tax (paid)/received
(119,829)
255,438

Net effect of foreign exchange differences
(286,102)
253,405

Net cash generated from operating activities

3,601,211
2,708,977


Cash flows from investing activities

Purchase of intangible fixed assets
(12,197)
(14,852)

Sale of intangible assets
-
75,000

Purchase of tangible fixed assets
(4,667,334)
(4,121,836)

Sale of tangible fixed assets
-
2,012,035

Purchase of subsidiary (net of cash acquired)
(243,702)
(1)

Interest received
12,785
-

Net cash from investing activities

(4,910,448)
(2,049,654)
Page 20

 
DUNE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 27 JANUARY 2024


2024
2023

£
£



Cash flows from financing activities

Decrease in hire purchase and finance leases
-
(143,916)

Interest paid
(1,165,462)
(689,569)

Net cash used in financing activities
(1,165,462)
(833,485)

Net (decrease) in cash and cash equivalents
(2,474,699)
(174,162)

Cash and cash equivalents at beginning of period
(2,345,224)
(2,144,435)

Foreign exchange gains and losses
48,407
(26,627)

Cash and cash equivalents at the end of period
(4,771,516)
(2,345,224)


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand (Note 18)
637,973
945,330

Bank overdrafts (Note 18)
(5,409,489)
(3,290,554)

(4,771,516)
(2,345,224)


The notes on pages 23 to 55 form part of these financial statements.

Page 21

 
DUNE TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 27 JANUARY 2024




At 29 January 2023
Cash flows
At 27 January 2024
£

£

£

Cash at bank and in hand

945,330

(307,357)

637,973

Bank overdrafts

(3,290,554)

(2,118,935)

(5,409,489)


-

-

-


(2,345,224)
(2,426,292)
(4,771,516)

The notes on pages 23 to 55 form part of these financial statements.

Page 22

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

1.


General information

Dune Topco Limited is a company limited by shares and incorporated in England and Wales on 16 March 2022.  The registered office and principal trading address is 4th Floor, The White Building, 11 Evesham Street, London, W11 4AJ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The Group's functional currency and the presentation currency of these financial statements are sterling.

Parent company disclosure exemptions
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
- No Statement of Cash Flows has been presented for the parent company;
- Disclosures in respect of the parent company’s financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and
- No disclosures have been given for the aggregate remuneration of the key management personnel of the parent company.
- The Group has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
The accounting policies set out below have, unless otherwise stated, have been applied consistently to all periods presented in these financial statements.

 
2.2

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Group is able to meet its obligations as they fall due for the foreseeable future. In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities as well as the Group’s principal risks and uncertainties.
Management has prepared forecasts to model the business including profit and cash projections for the next three years. They have also performed a formal review of the headroom against banking covenants. As a result of this process, the Directors believe that the Group can generate sufficient profitability and has sufficient cashflow liquidity available to meet the covenant and all liabilities as they fall due for the next 12 months. 
The Group therefore continues to adopt the going concern basis in the financial statements.

Page 23

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)

  
2.3

Basis of consolidation

Subsidiaries
The consolidated profit and loss account and balance sheet include the financial statements of the parent company and its subsidiary undertakings made up to 27 January 2024. Intra-group sales and profits are eliminated fully on consolidation.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Group has used merger accounting principles in preparing the consolidated financial statements as the Directors consider that the transactions regarding the prior year reorganisation of the Group satisfy the conditions of Schedule 6 Part I of the Large & Medium Size Companies and Groups (Accounts and Reports) Regulations 2008 and Financial Reporting Standard 102 (FRS102) Section 19.
The Company has taken advantage of Section 612 of the Companies Act 2006 to account for the reorganisation using merger relief where available. 
Jointly controlled entities
Investments in jointly controlled entities are recognised in the consolidated Balance Sheet at the transaction price and subsequently adjusted to reflect the Group's share of total comprehensive income and equity of the entity, less any impairment.

  
2.4

Foreign currency translation

Transactions in foreign currencies are translated to sterling at the system rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to sterling at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. 

 
2.5

Joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control. 

 
2.6

Financial Instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 24

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)


2.6
Financial Instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement
Page 25

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)


2.6
Financial Instruments (continued)

would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.7

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and impairment provisions.  Such cost includes costs directly attributable to making the asset capable of operating as intended. 

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful life, as follows: 

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over 25 years
Land and buildings leasehold
-
Over the life of the lease
Computer equipment
-
Over 3 - 7 years
Fixtures, fittings & equipment
-
Over 3 - 5 years

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

 
2.8

Intangible assets

Trademarks are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost on a straight-line basis over their estimated useful lives of 10 years.

Page 26

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)

 
2.9

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the weighted average principle and includes expenditure incurred in acquiring the stocks and other costs in bringing them to their existing location and condition. 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised in profit or loss.

  
2.10

Impairment excluding stocks and deferred tax asset

Financial assets (including trade and other debtors)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Group would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in the profit and loss account. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the profit and loss account.
Non-financial assets
The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or "CGU"). 
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the profit and loss account. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss is reversed if and only if the reasons for the impairment have ceased to apply. 
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.  

Page 27

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)

  
2.11

Employee benefits

Short-term 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. 
Defined contribution plans and other long-term employee benefits
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.
Termination benefits 
Termination benefits are recognised as an expense when the Group  is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

 
2.12

Turnover

Turnover comprises sales of goods to customers less an appropriate deduction for actual and expected returns and is stated net of VAT and trade discounts. Turnover is recognised when the significant risks and rewards of ownership have been transferred to the customer. This is normally on the date of delivery of the goods to retail customers and the shipment of goods to wholesale customers. E-commerce sales are recorded on despatch to the customer.
Turnover also includes royalty income received from overseas franchise partners. This is calculated as a percentage of sales and is recognised in line with sales.

  
2.13

Expenses

Operating lease 
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.
Interest receivable and Interest payable 
Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method. 

Page 28

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)

 
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. 
Dividend income is recognised in the profit and loss account on the date the parent company's right to receive payments is established. 

 
2.15

Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income. 
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods. 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.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met; and differences relating to investments in subsidiaries, branch, joint ventures to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference.  Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.  
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. 

 
2.16

Exceptional administrative items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 29

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

2.Accounting policies (CONTINUED)

 
2.17

Provisions

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. The deferred element of grants is included in creditors as deferred income. 
Grants of a revenue nature are recognised in the Consolidated profit and loss account in the same period as the related expenditure.

Page 30

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

3.


Judgments 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
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
Onerous lease provision 
Determination of whether a loss is unavoidable requires areas of judgement such as consideration of potential future investment decisions, the possibility of sub-letting, local conditions which may be impacting on current performance and the opportunity to surrender a lease back to the landlord. Additionally, some estimation is required in determining the future EBITDA performance of each site and the potential to exit leases earlier than the expiry date.
Impairment of assets
Assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount of an asset or a cash generating unit is determined based on value-in-use calculations prepared on the basis of management’s assumptions and estimates in the period. Where the recoverable amount of the cash generating unit is negative, an impairment loss is recognised in the profit and loss account.
Financial instruments
The Group uses derivative financial instruments in the form of contracts for the forward purchase of US Dollars and Euros. These grant the Group the ability to buy foreign currency at a fixed price over the life of the contracts. The fair value of these contracts as at the balance sheet date has been calculated using an estimated forward rate as at that date. This forward rate has been calculated using the interpolated zero-coupon rates based upon the then money market and swap interest rates for each currency pair as reported by ICE Benchmark Administration Limited and the Financial Times respectively.
Deferred tax asset
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Management uses judgement in estimating whether there will be sufficient taxable profits in the future to recognise a deferred tax asset. Management will also need to make estimates about the expected timing of reversal of the deductible and taxable temporary differences when considering whether a deferred tax asset can be recognised. The timing of the reversal of deferred tax asset on capital allowance has been estimated based on the longevity of the business’s operations.
Key sources of estimation uncertainty
The directors are of the view that there are no estimates or assumptions in addition to the above which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

Page 31

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


period ended
27 January
period ended
28 January
2024
2023
£
£

Sale of goods
140,605,176
139,917,553

Royalties
1,354,053
1,624,431

141,959,229
141,541,984


Analysis of turnover by country of destination:

period ended
27 January
period ended
28 January
2024
2023
£
£

United Kingdom
102,212,694
102,444,390

Europe, Middle East and Africa
25,170,415
23,303,937

Rest of the world
14,576,120
15,793,657

141,959,229
141,541,984


Page 32

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

5.


Operating profit

The operating profit is stated after charging:

period ended
27 January
period ended
28 January
2024
2023
£
£

Depreciation of tangible assets
4,408,147
3,942,176

Amortisation of intangible assets
79,131
82,706

Loss on disposal of tangible assets
7,617
3,715

(Profit) on disposal of intangible assets
-
(76,562)

Exceptional items - (note 8)
3,106,552
(811,636)

Lease surrender income
-
(1,318,481)

Operating lease rentals

   - Other assets
9,308,478
7,258,098

   - Plant and machinery
90,159
74,198

(Gain) / loss on foreign currency balances
(777,204)
(106,284)


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


period ended
27 January
period ended
28 January
2024
2023
£
£


Audit of the Group's annual accounts (Company £5,100, 2023: £5,000)
84,500
82,000

Other services (Company £4,100, 2023: £4,000)
11,300
11,000


7.


Other operating income

period ended
27 January
period ended
28 January
2024
2023
£
£

Government grants
1,455
50,904

1,455
50,904


Page 33

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

8.


Exceptional items

period ended
27 January
period ended
28 January
2024
2023
£
£


Movement in provision for onerous leases
1,108,611
(1,311,158)

Group restructure
321,500
393,803

Goodwill written off
2,590,078
-

Loan waiver
(2,122,413)
-

Strategic reorganisation
-
105,719

Redundancy costs
1,208,776
-

Total exceptional costs / (income)
3,106,552
(811,636)

a) Movement in provision for onerous leases are related to non-performing stores in the United Kingdom and Ireland.
b) Legal fees relating to the restructuring of business operations.
c) Release of Goodwill on acquisition of Dune Switzerland AG.
d) Waiver of loan in Dune Switzerland AG which was previously provided for in the Group accounts when the entity was a joint venture.
e) Professional fees associated with the voluntary arrangement that ended in the prior period.
f) Redundancy costs relate to the restructuring of business operations.


9.


Interest payable and similar expenses

period ended
27 January
period ended
28 January
2024
2023
£
£


On bank loans and overdrafts
1,129,410
651,830

Other interest
36,052
37,739

1,165,462
689,569

Page 34

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

10.


Interest receivable

period ended
27 January
period ended
28 January
2024
2023
£
£


Other interest
12,785
-

12,785
-


11.


Taxation


period ended
27 January
period ended
28 January
2024
2023
£
£

Corporation tax


Current tax on profits for the year
105,967
79,239

Adjustments in respect of previous periods
(4,887)
-


101,080
79,239

Foreign tax


Foreign tax on income for the year
23,039
76,134

23,039
76,134

Total current tax
124,119
155,373

Deferred tax


Origination and reversal of timing differences
(1,089,990)
300,435

Adjustments in respect of prior periods
(1,197,547)
756,978

Adjustment in respect of changes in tax rates
-
98,311

Total deferred tax
(2,287,537)
1,155,724


Tax on (loss)/profit
(2,163,418)
1,311,097
Page 35

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024
 
11.Taxation (CONTINUED)


Factors affecting the tax charge for the period

The tax assessed for the period is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25% (2023:19%). The differences are explained below:

period ended
27 January
Period ended
28 January
2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(3,862,147)
6,978,678


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 19%)
(965,537)
1,325,949

Effects of:


Foreign tax rate differential
80,077
(12,591)

Depreciation on ineligible assets
41,635
191,864

Fixed asset (loss) on disposal
(2,534)
(264,012)

Non-deductible items
(265,994)
183,441

Foreign corporation tax adjustment
164,344
70,170

Adjustments to tax charge in respect of prior periods
(4,887)
-

Capital gains
-
166,604

Deferred tax movement
(1,209,751)
(279,764)

Change to future tax rates
-
98,311

Other differences leading to an increase (decrease) in the tax charge
(771)
(168,875)

Total tax charge for the period
(2,163,418)
1,311,097

Page 36

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024


11.


Taxation (CONTINUED)

Current tax
Deferred tax
2024
Total tax
Current tax
Deferred tax
2023
Total tax
        £
        £
        £
        £
        £
        £

Recognised in Profit and loss account

124,119

(2,287,537)

(2,163,418)
 
155,373
 
1,155,724

1,311,097

Recognised in Other comprehensive income

-

6,296

6,296
 
-
 
(57,432)

(57,432)


124,119

(2,281,241)

(2,157,122)
 
155,373
 
1,098,292

1,253,665


The Group has estimated trading losses of £16,654,441 (2023: £10,484,646) available to carry forward against future trading profits. A deferred tax asset has been recognised in respect of these losses as shown in note 21.

Page 37

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

12.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 29 January 2023
2,030,825
22,633,524
20,244,550
44,908,899


Additions
195,094
2,091,412
2,737,796
5,024,302


Disposals
-
(68,858)
(24,867)
(93,725)


Exchange adjustments
(2,246)
(41,802)
(2,112)
(46,160)



At 27 January 2024

2,223,673
24,614,276
22,955,367
49,793,316



Depreciation


At 29 January 2023
1,784,872
18,934,535
16,066,451
36,785,858


Charge for the period on owned assets
212,227
1,665,935
2,529,985
4,408,147


Disposals
-
(61,242)
(24,867)
(86,109)


Exchange adjustments
(1,213)
(35,132)
(2,112)
(38,457)



At 27 January 2024

1,995,886
20,504,096
18,569,457
41,069,439



Net book value



At 27 January 2024
227,787
4,110,180
4,385,910
8,723,877



At 28 January 2023
245,953
3,698,989
4,178,099
8,123,041

Page 38

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

13.


Intangible assets

Group





Trademarks
Goodwill
Total

£
£
£



Cost


At 29 January 2023
894,630
-
894,630


Additions
12,197
2,590,078
2,602,275


Disposals
(474,452)
-
(474,452)



At 27 January 2024

432,375
2,590,078
3,022,453



Amortisation


At 29 January 2023
542,694
-
542,694


Charge for the period on owned assets
79,131
-
79,131


On disposals
(474,450)
-
(474,450)


Impairment charge
-
2,590,078
2,590,078



At 27 January 2024

147,375
2,590,078
2,737,453



Net book value



At 27 January 2024
285,000
-
285,000



At 28 January 2023
351,936
-
351,936



Page 39

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

14.


Fixed asset investments

Group





Shares in jointly controlled undertakings

£





At 29 January 2023
1


Disposals
(1)



At 27 January 2024
-






Net book value



At 27 January 2024
-

In the opinion of the directors, the aggregate value of the parent company's investment in subsidiaries is not less than the amount included in the balance sheet.

Company





Investments in subsidiary companies
Shares in jointly controlled undertakings
Total

£
£
£



Cost or valuation


At 29 January 2023
2,706,028
1
2,706,029


Additions
1,280,860
-
1,280,860


Disposals
-
(1)
(1)



At 27 January 2024
3,986,888
-
3,986,888



Impairment


Charge for the period
1,280,860
-
1,280,860



At 27 January 2024

1,280,860
-
1,280,860



Net book value



At 27 January 2024
2,706,028
-
2,706,028

Page 40

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Country of registration or Incorporation

Principal activity

Class of shares

Holding

Dune Group Limited
England and Wales
Sale of footwear and accessories
Ordinary
100%
Dune International Limited
England and Wales
Sale of footwear and accessories
Ordinary
100%
Dune Shoes Ireland Limited*
Republic of Ireland
Sale of footwear and accessories
Ordinary
100%
Dune Footwear Limited**
England and Wales
Dormant
Ordinary
100%
Dune London Incorporated**
USA
Dormant
Ordinary
100%
Dune London USA Incorporated**
USA
Dormant
Ordinary
100%
Dune London Trading Incorporated**
USA
Dormant
Ordinary
100%
Dune London HK Limited
Hong Kong
Dormant
Ordinary
100%
Dune Trading HK Limited***
Hong Kong
Dormant
Ordinary
100%
Dune Singapore Pte Limited**
Singapore
Dormant
Ordinary
100%
Dune Brand Limited
England and Wales
Owner of intellectual property
Ordinary
100%
Dune Holdings Limited
England and Wales
Holding company
Ordinary
100%
DL Mayfair Inc
USA
Sale of footwear and accessories
Ordinary
100%
DL Nominee Limited
England and Wales
Trust
Ordinary
100%
Dune Switzerland AG
Switzerland
Sale of footwear and accessories
Ordinary
100%

* = A subsidiary of Dune Group Limited
** = A subsidiary of Dune Holdings Limited
*** = A subsidiary of Dune London HK Limited

Page 41

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

14.


Fixed asset investments (CONTINUED)

Investment in jointly controlled entity
        £
Group

Total share of net liabilities at 29 January 2023

(1,880,570)

Share of loss in the period

(55,286)

Waiver of loan by former JV Partner

1,248,021

Foreign exchange differences

37,270

Transfer to subsidiary undertakings

650,565


-




Page 42

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

15.
 

Business Combinations

On 27 March 2023, the Group acquired the remaining 50% share capital of the jointly controlled entity Dune Switzerland AG, making it a wholly owned subsidiary at the year end. At the prior year end, the total share of net liabilities of £1,880,570 was included in Other Creditors (Note 19).
Consideration of £1,280,860 was paid. Goodwill of £2,590,078 arising on the business combination, representing the difference between the acquisition costs and the fair value of the identifiable assets and liabilities of the subsidiary at the date of acquisition, was fully written off in the period. This is detailed below.

Acquisition of Dune Switzerland AG

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
356,968
356,968

356,968
356,968

Current Assets

Stocks
924,361
924,361

Debtors
116,754
116,754

Cash at bank and in hand
1,037,158
1,037,158

Total Assets
2,435,241
2,435,241

Creditors

Due within one year
(1,010,677)
(1,010,677)

Due after more than one year
(2,733,782)
(2,733,782)

Total Identifiable net liabilities
(1,309,218)
(1,309,218)


Goodwill
2,590,078

Total purchase consideration
1,280,860

Consideration

£

Cash
1,280,860

Page 43

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

15.Business Combinations (CONTINUED)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,280,860

Less: Cash and cash equivalents acquired
(1,037,158)

Net cash outflow on acquisition
243,702


16.


Stocks

Group
Group
27 January 2024
28 January 2023
£
£

Finished goods and goods for resale
25,444,060
26,515,407

25,444,060
26,515,407



17.


Debtors

Group
Group
Company
Company
27 January 2024
28 January 2023
27 January 2024
28 January 2023
£
£
£
£


Trade debtors
9,480,718
11,489,215
-
-

Other debtors
1,995,476
1,702,172
926,196
926,196

Prepayments and accrued income
3,623,772
3,454,253
-
-

Deferred taxation (note 21)
5,027,806
2,746,566
-
-

Derivative financial instruments (note 31)
18,506
747
-
-

20,146,278
19,392,953
926,196
926,196


Page 44

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

18.


Cash and cash equivalents

Group
Group
27 January 2024
28 January 2023
£
£

Cash at bank and in hand
637,973
945,330

Less: bank overdrafts
(5,409,489)
(3,290,554)

(4,771,516)
(2,345,224)



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
27 January 2024
28 January 2023
27 January 2024
28 January 2023
£
£
£
£

Bank loans and overdrafts
5,409,489
3,290,554
-
-

Trade creditors
22,578,945
21,048,761
-
-

Amounts owed to group undertakings
-
-
5,328,038
3,675,485

Corporation tax
31,652
27,363
-
-

Taxes and social security costs
4,170,351
4,690,337
-
-

Other creditors
290,925
1,940,177
-
-

Accruals and deferred income
3,971,309
4,987,141
28,448
26,000

Derivative financial instruments (note 31)
107,231
114,654
-
-

36,559,902
36,098,987
5,356,486
3,701,485


The bank loans and overdrafts are secured by:
- a fixed and floating charge over the assets of the Company;
- an unlimited cross guarantee and set-off agreement given by the Company and its fellow Group
undertakings to secure all liabilities of each other.

Page 45

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

20.

Provision

Group
2024
Restated
Group
2023
        £
        £
As at 29 January 2023

333,142

974,701
 
Utilised in the period

(600,538)

(141,575)
 
Revaluation

1,108,611

(1,311,158)
 
Unwinding of the discount

35,871

36,573
 
FX

(2,624)

-
 
Released in the period

-

774,601
 
As at 27 January 2024

874,462

333,142
 

The above provisions are related to onerous leases. It is expected that £479,784 (2023: £166,187) of the provision to be utilised/unwound within one year, and the remainder in two to five years.

Page 46

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

21.


Deferred taxation


Group



2024


£






As at 29 January 2023
2,746,566


Charged to profit or loss
2,287,536


Charged to other comprehensive income
(6,296)



As at 27 January 2024
5,027,806

The deferred tax asset is made up as follows:

Group
Group
27 January 2024
28 January 2023
£
£

Capital allowances
1,229,915
1,080,628

Unpaid pension contributions
38,173
29,964

Roll over relief
(292,908)
(85,897)

Derivative financial instruments
22,181
28,477

Tax losses carried forward
4,030,445
1,693,394

5,027,806
2,746,566

The net reversal expected in the next reporting period in relation to the deferred tax assets above is £368,817 (2023: £1,910,687) for capital allowances, unpaid pension contributions, derivative financial instruments and tax losses carried forward. The net reversal expected in the next reporting period in relation to the deferred tax liabilities above is £12,204 (2023: £4,207) for roll over relief. Deferred tax has been recognised at a tax rate of 25%.

Page 47

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

22.

Share capital 


27 January 2024
28 January 2023

Allotted, called up and fully paid
£
£


2,227 (2023: 2,227) A Ordinary shares 5p each
111.35
111.35

613 (2023: 2,227) B Ordinary shares 5p each
30.65
111.35

340 (2023: 340) C Ordinary shares 5p each
17
17

1,614 (2023: Nil) D Ordinary shares 0.025p each
40.35
-

1,614 (2023: Nil) E Ordinary shares 0.025p each
40.35
-


239.70
239.70

A Ordinary shares - each share has the right to vote and each share has equal right to receive dividends.
B and C Ordinary shares - each share has no right to vote or receive dividends.
During the year, on 14 February 2023, a proportion of the B ordinary shares have been split into D and E share classes.
All the above share classes entitle the holders to a distribution of capital in accordance with, and subject to, the terms in the articles of association.



23.


Reserves

Called-up share capital

This represents the nominal value of shares that have been issued.

Share premium account

This represents the amount paid for shares above the nominal value.

Cashflow hedge reserve

This comprises the movement in fair value of derivatives on the balance sheet.

Retained earnings

This includes all current and prior period retained profits and losses.

Other reserve

A merger reserve arising from the acquisition of Dune Group Limited, a wholly owned subsidiary of the parent company.

Page 48

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

24.


Contingent liabilities

The Company together with its Group entities, Dune Group Limited and Dune International Limited, have given a cross guarantee to its lender for Group facilities and borrowings. In Dune Group Limited there are bank loan and overdrafts of £5,789,014 (2023: £3,984,232). 


25.


Financial commitments

At 27 January 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


       Land and
 
 buildings
As restated
Other

27 January 2024
28 January 2023
27 January 2024
28 January 2023
£
£
£
£

Not later than 1 year
6,340,707
4,509,996
49,406
33,777

Later than 1 year and not later than 5 years
13,695,069
2,741,570
92,569
52,851

Later than 5 years
2,604,584
8,182,938
-
-

22,640,360
15,434,504
141,975
86,628

Page 49

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

26.

Directors' remuneration


period ended
27 January 2024
period ended
28 January 2023

Company:
£
£


Remuneration for qualifying services
1,312,057
1,014,059

Company pension contributions to defined contribution schemes
34,837
18,316


1,346,894
1,032,375

The total number of directors in the period was 9 (2023: 9).
The number of directors for whom retirement benefits accrued under defined contribution schemes
amounted to 2 (2023: 2).



Remuneration disclosed above include the following amounts paid to the highest paid director:


period ended
 27 January 2024
period ended
28 January 2023

£
£


Remuneration for qualifying services
648,667
623,719


Except for the directors there were no other key management personnel.



27.
Employees

Group:
Number of employees
The average monthly number of employees, including the directors, during the period was as follows:


2024
Number
2023
Number

£
£


Management and administration
220
210

Sales
664
624

Distribution
121
109


1,005
943
Page 50

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

Page 51

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

27.

Employees (CONTINUED)

Employment costs (including directors)


period ended
27 January 2024
period ended
28 January 2023

£
£


Wages and salaries
22,713,456
21,147,161

Social security costs
2,145,079
1,924,432

Other pension costs
593,761
460,515


25,452,296
23,532,108


28.


Control

The ultimate controlling parties are Daniel and Anne Rubin, directors.


29.


Related party transactions

Group and company
The parent company has taken advantage of the exemption in FRS 102, paragraph 33.1A 'Related party disclosures' whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.
At the balance sheet date, a Group subsidiary had the following amounts and transactions with the following related parties:


2024
2023
£
£

Amounts due from other related parties
603
1,200

All amounts outstanding were paid subsequent to the period end.
During the period £nil (2023: £5,703) was paid to a director in respect of rent.
At the previous balance sheet date, the Company had £2,462,265 due from a jointly controlled
undertaking of the Group. During the current period, the Group acquired the remaining 50% share capital,
making it a wholly owned subsidiary at the period end. During the period no interest was charged in respect of this balance (2023: £nil). The amount due from the jointly controlled undertaking which subsequently become a wholly owned subsidiary was fully provided for.
At the previous balance sheet date, a Group subsidiary had a trade debtor balance of £618,446 due from the jointly controlled undertaking of the parent company and charged management charges of £196,427.

Page 52

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

30.


Financial instruments

Group
Group
Company
Company
27 January 2024
28 January 2023
27 January 2024
28 January 2023
£
£
£
£

Financial assets

Financial assets measured at amortised cost
11,476,211
13,191,387
926,196
926,196

Financial assets measured at fair value
18,506
747
-
-


Financial liabilities

Financial liabilities measured at amortised cost
(31,456,096)
(28,643,411)
(5,356,486)
(3,701,485)

Financial liabilities measured at fair value
(107,231)
(114,654)
-
-


Financial assets measured at amortised cost comprise trade debtors, intercompany trade balances, amounts due from joint venture and other debtors.
Financial liabilities measured at amortised cost comprise bank loans and overdrafts, trade creditors, intercompany trade balances, other creditors and accruals and deferred income.
Financial assets and liabilities measured at fair value comprise derivative financial instruments (Note 31).

Page 53

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024


31.


Derivatives and other instruments

The majority of the Group's suppliers are sourced overseas. These purchases are priced in Sterling, US Dollars and Euros. The Group's policy is to eliminate the majority of currency exposures on purchases through forward currency contracts.
Carrying amount of financial instruments
The carrying amounts of the financial assets and liabilities relating to derivative financial instruments include: 

2024
2023
        £
        £

Assets measured at fair value through OCI

18,506

747

Liabilities measured at fair value through OCI

(107,231)

(114,654)


(88,725)

(113,907)


Financial instruments measured at fair value
Derivative financial instruments
The Group uses derivative financial instruments in the form of contracts for the forward purchase of US Dollars and Euros. These grant the Group the ability to buy foreign currency at a fixed price over the life on the contracts.
The fair value of these contracts as at the balance sheet date has been calculated using an estimated forward rate as at that date. This forward rate has been calculated using the interpolated zero-coupon rates based upon the then money market and swap interest rates for each currency pair as reported by ICE Benchmark Administration Limited and the Financial Times respectively.
Hedge accounting
For cash flow hedges: the amount of the change in fair value of the hedging instrument recognised in other comprehensive income for the period, the amount (if any) that was reclassified from equity to profit or loss for the period; and the amount (if any) of any excess of the fair value of the hedging instruments over the change in the fair value of the expected cash flow that was recognised in profit or loss for the period.

Page 54

 
DUNE TOPCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 JANUARY 2024

31.

Derivatives and other instruments (CONTINUED)

The following table indicates the periods in which the cash flows associated with cash flow hedging instruments are expected to occur as required by FRS 102.12.29(a) for the cash flow hedge accounting models:


2024
2023

Carrying amount
£
Expected cash flows
£
< 1 year 
£
> 1 year
£
Carrying amount
£
Expected cash flows
£
< 1 year
£

Forward exchange swaps

Assets
1,301
592,215
592,215
-
747
969,171
969,171

Liabilities
(18,390)
6,128,732
6,128,732
-
(2,548)
1,495,492
1,495,492

Forward exchange contracts

Assets
17,205
2,339,669
2,339,669
-
-
-
-

Liabilities
(88,841)
4,805,212
3,192,893
1,612,319
(112,106)
5,446,633
5,446,633

(88,725)
13,865,828
12,253,509
1,612,319
(113,907)
7,911,296
7,911,296


The following table indicates the periods in which the cash flows associated with cash flow hedging instruments are expected to affect the profit and loss account:


2024
2023

Carrying amount
£
Expected cash flows
£
< 1 year 
£
> 1 year
£
Carrying amount
£
Expected cash flows
£
< 1 year 
£

Forward exchange swaps

Assets
1,301
94,346
94,346
-
747
121,758
121,758

Liabilities
(18,390)
841,005
841,005
-
(2,548)
123,556
123,556

Forward exchange contracts

Assets
17,205
387,604
387,604
-
-
-
-

Liabilities
(88,841)
649,334
603,579
45,755
(112,106)
917,003
917,003

(88,725)
1,972,289
1,926,534
45,755
(113,907)
1,162,317
1,162,317

Page 55