Company Registration No. SC588310 (Scotland)
DUNCAN AND TODD HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
DUNCAN AND TODD HOLDINGS LIMITED
COMPANY INFORMATION
Directors
F T Rus
D Gibson
R C Powell
M J Norris
K Sutherland
K S Sharpe
Company number
SC588310
Registered office
Unit 4 Kirkhill Commercial Park Dyce Avenue
Dyce
Aberdeen
Scotland
AB21 0LQ
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
DUNCAN AND TODD HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 36
DUNCAN AND TODD HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Fair review of the business

The principal activity of the company is that of an investment holding company.

 

The principal activity of the group is the provision of both products and services in the optical and audiology retail sectors. The group operates under three distinct operating divisions: Retail, Corporate and Manufacturing and is the largest privately-owned optical group in Scotland and the only one with its own proprietary lens manufacturing capability.

 

The retail division operates 43 practices located throughout Scotland, with a footprint covering the Borders, Central Belt, the North East and the Highlands, trading as Duncan and Todd, 20 20 Opticians, Douglas Dickie, JM McDonald, Browns and James Hughes.

 

The group’s manufacturing facilities, at Caledonian Optical, provide optical lenses to the group’s own retail practices, third party laboratories and other independent opticians across the UK. Caledonian continues on its growth journey to support both internal group supply as well as ever increasing numbers of external customers. The growth is enabled with further investment for capacity and applications of new technologies, together with a refocused customer service, account management and sales team.

 

The Corporate division, Smart Employee EyeCare (SEE), operates throughout the UK and is a market leading provider of Visual Display User (VDU), safety and general eye-care services to corporate customers.

 

The trading results for the financial year show a revenue of £28.7m (prior year £25.0m) with a loss for the year of £5.3m (2023: loss of £3.8m). The year includes significant costs for amortisation of intangibles £2.2m (2023: £2.3m) and interest on loan notes £2.6m (2023: £2.4m), which is reflective of the shareholders’ choice of acquisition funding arrangement and not the operational performance of the group.

 

The group’s principal KPI that is used to monitor performance is EBITDA (Earnings Before Interest, Taxation, Depreciation and Amortisation) excluding Exceptional costs as it is the fundamental measure of operational performance. This adjusted EBITDA performance was £2.6m in the year to 31 March 2024 and £3.0m in the year to 31 March 2023. Exceptional costs in 2024 were £1.2m (2023: £1.1m) and represent costs associated with closure of certain branches, non recurring restructuring and professional fees. Although adjusted EBITDA has reduced, the group has repositioned during the year, focusing on operational efficiency both within the Retail and Manufacturing business, ensuring it is well placed for future growth. In addition, during the year Caledonian Optical moved to a new Manufacturing facility which impacted profitability in the short term however delivers significantly increased capability and capacity for future years.

 

The directors view the balance sheet and cash-flow generation of the group as strong underpinned by the operational performance and selective acquisitions added to the group. Although the group balance sheet continues to have a net liability position this reflects the shareholders’ choice of funding arrangement and not the operational performance and the group can meet all debt repayments due to external parties as scheduled. The group has a net current liabilities position at year end of £1.5m (2023: £0.2m net current assets) however sensitised forecasts have been prepared showing the group can continue to meet all external obligations including compliance with terms associated with the existing lending facilities. External Net debt, excluding shareholder loan notes closed the year at £4.4m (2023: £4.4m), which represents 1.69x Adjusted EBITDA (2023 1.46x) which further supports this position. The group’s year-end cash position of £0.7m (net of overdrafts) (2023: £1.3m) highlights the continuing financial strength of the group.

 

The Group made Capex investments in Tangible Fixed Assets of £1.4m (2023: £2.6m), mainly driven by additional Plant, Machinery and Equipment for the manufacturing facility at Caledonian Optical. This increases the Groups Capability and Capacity to support future growth. In addition, the Company invested £0.3m (2023: £0.9m) in acquisition of additional branches for the group.

 

DUNCAN AND TODD HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

During the year, the group also appointed Mat Norris as its new CEO. This strategic move is part of the company’s commitment to driving growth and excellence in eye and hearing care services. Frances Rus, the outgoing CEO, has transitioned to Non-Executive Director, continuing to serve on the Board of Directors. Under Frances Rus' guidance, the Duncan and Todd Group has experienced significant growth, and established a strong footprint across Scotland.

 

In addition, post year end the group has further strengthened the leadership team, appointing Kevin Sutherland as its new CFO, and Karen Sharpe in the newly created role of CCO.

 

Principle risks and uncertainties

The principal risks facing the business come from increasing price and promotional competition from existing, national and new entrants to the optical sector, particularly within the retail environment.

 

Inflation presents a risk to the group’s cost base through increased salaries and other inputs across the supply chain. Additionally, within Retail it may impact customer demand in certain areas due to heightened economic uncertainty. However, it also represents an opportunity for the group to enhance cost management and improve operational efficiencies.

 

Future developments

The business intends to further improve the financial and operational performance of the retail network, and continue to extend the provision of audiology services. In addition, the business continues to invest in the manufacturing capability of the Caledonian Optical business. Within the Corporate division, there is continued focus on expansion of the opinion network to improve service to both new and existing customers.

 

In doing so, the group will look to provide opportunities to all employees fairly and operate in both a socially and environmentally responsible manner.

Promoting company success - section 172 statement

The directors are required, as stated in section 172 of the Companies Act 2006, to take actions which, in good faith, promote the success of each company in the group for the benefit of its members as a whole, and in doing so have regard, amongst other matters, to:

 

 

The following provides an overview of how the directors have met their obligations under section 172 in promoting the success of the Duncan and Todd group of companies.

 

Purpose

Our purpose is to be one of the leading UK optical and hearing care providers delivering exceptional and consistent customer service over the long term, offering the latest in high-quality ophthalmic lenses manufactured in-house with new product development initiatives and supplying superior standard hearing care products.

 

Shareholders

The directors of the company recognise their responsibility to deliver attractive returns to its shareholders and enact strategic plans for the long-term creation of value in a responsible and sustainable manner.

 

Employees

Our high-quality employees engaged across the group of companies are fundamental to the delivery of leading services and products to our customer base and, by extension, cornerstone to the delivery of the long-term strategy. Accordingly, the group has a people and performance focus, driven by the management team that aims to keep employees engaged, motivated and rewarded, which in turn leads to higher levels of performance. The company is committed to equality of opportunity that focuses on treating all employees fairly in all aspects of employment, which includes recruitment, training, development (encompassing professional qualifications) and promotion.

DUNCAN AND TODD HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

Promoting company success - section 172 statement (continued)

Customers

The long-term strategy can only be delivered with excellent relationships across the customer base underpinned by the ability to deliver high-quality services and products consistently on time. The reputation of Duncan and Todd and all of its high-quality brands, and their ability to deliver a market-leading offering, is built on the professional and close working relationships with customers delivered across the full spectrum of the practice, laboratory, office and management teams.

 

Furthermore, the group of companies has many years of experience providing optical and audiology services and products that has been recognised both informally and formally by both customers and industry bodies.

 

Attention to safety, health and environmental concerns is paramount to the continued success with customers and so the directors seek to ensure continued high standards.

 

Suppliers

The Duncan and Todd Group recognises that its suppliers are an essential part of the group’s ability to provide high-quality, safe and dependable products and services to customers. Positive, enduring supplier relationships are important and as part of that Duncan and Todd aims to pay all suppliers within agreed payment terms. Any disputes are resolved as quickly as possible.

 

The group also has an Anti-Bribery and Corruption policy, which every employee is expected to read, understand and comply with.

 

Community and Environment

The group has extensive operations across many parts of Scotland often operating at the centre of local communities. As a result, the directors carefully consider the impact of the group’s operations on these local communities and are committed to ensure its services and products have a positive impact on its employees, neighbours and the environment.

 

On behalf of the board

M J Norris
Director
1 November 2024
DUNCAN AND TODD HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

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

Principal activities

The principal activity of the company is that of an investment holding company.

 

The principal activity of the group is provision of Ophthalmic services. The group operates under three distinct operating divisions; Retail, Corporate and Manufacturing. The group is the largest privately owned optical group in Scotland and the only one with its own proprietary lens manufacturing capability.

Directors

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

F T Rus
R McLellan
(Resigned 30 June 2023)
J Gilbert Boot
(Resigned 26 June 2023)
D Gibson
R C Powell
(Appointed 26 June 2023)
M J Norris
(Appointed 28 September 2023)
K Sutherland
(Appointed 30 October 2024)
K Sharpe
(Appointed 30 October 2024)
Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a dividend (2023: £nil).

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Information on the fostering of business relationships

Information on the fostering of business relationships with suppliers, customers and others, and the impact on principal decisions taken during the year can be found in the Strategic Report and form part of this report through cross-reference.

Energy and carbon report

The Group's Energy and Carbon reporting is as follows:

 

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
443,263
372,265
- Electricity purchased
1,281,884
1,199,999
- Fuel consumed for transport
361,439
398,607
2,086,586
1,970,871
DUNCAN AND TODD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
80
68
- Fuel consumed for owned transport
-
-
80
68
Scope 2 - indirect emissions
- Electricity purchased
265
248
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
110
101
Total gross emissions
455
417
Intensity ratio
Tonnes CO2e per £M turnover
16
17
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in tonnes CO2 equivalent per £M Turnover.

Measures taken to improve energy efficiency

The Duncan and Todd Group continue to strive for energy and carbon reduction arising from their activities. Although no specific principal energy efficiency actions were taken during this year, they continue to use more efficient LED lighting in displays and as ongoing replacement on lamp failure. The company has also moved all possible contracts to a 100% renewable energy and will move the last few remaining when they complete their current contract. 95% of sites are supplied by 100% renewable energy reinforcing their commitment to environmental, social and corporate governance.

 

The company has merged their manufacturing and head office facilities at a new location at Dyce further improving efficiencies across the group. Many of their sites have upgraded their energy meters to ‘Smart’ meters to help manage energy consumption proactively with the few remaining to happen in due course. The company plan to outsource invoice validation which will capture consumption information allowing further analysis of individual site performance and target reductions.

 

As part of an initiative to raise awareness of the need to conserve energy across its portfolio of sites management are considering a scheme to encourage minimising energy usage across all sites which has the potential to reduce energy consumption across the group by up to 5-10%.

DUNCAN AND TODD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Statement of disclosure to auditor

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

On behalf of the board
M J Norris
Director
1 November 2024
DUNCAN AND TODD HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -

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

 

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

 

 

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

DUNCAN AND TODD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUNCAN AND TODD HOLDINGS LIMITED
- 8 -
Opinion

We have audited the financial statements of Duncan and Todd Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

 

DUNCAN AND TODD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUNCAN AND TODD HOLDINGS LIMITED
- 9 -
Matters on which we are required to report by exception

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

 

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

 

Responsibilities of directors

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

Auditor responsibilities for the audit of the financial statements

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

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.

 

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

DUNCAN AND TODD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUNCAN AND TODD HOLDINGS LIMITED
- 10 -

Extent to which the audit is considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company. focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the group and parent company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, and relevant correspondence with regulatory bodies.

We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

DUNCAN AND TODD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DUNCAN AND TODD HOLDINGS LIMITED
- 11 -

Use of our report

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

David Wilson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
1 November 2024
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
DUNCAN AND TODD HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
28,652,492
24,994,135
Cost of sales
(6,787,951)
(5,454,881)
Gross profit
21,864,541
19,539,254
Administrative expenses
(23,800,297)
(20,940,295)
Other operating income
26,163
269,945
Operating loss
4
(1,909,593)
(1,131,096)
Interest payable and similar expenses
8
(3,224,325)
(2,814,777)
Loss before taxation
(5,133,918)
(3,945,873)
Tax on loss
9
(186,876)
110,773
Loss for the financial year
(5,320,794)
(3,835,100)
Total comprehensive expense for the year
(5,320,794)
(3,835,100)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive expense for the year is all attributable to the owners of the parent company.
DUNCAN AND TODD HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
10,771,938
12,697,129
Tangible assets
11
5,974,363
5,637,515
16,746,301
18,334,644
Current assets
Stocks
14
1,100,320
1,364,142
Debtors
15
2,210,793
2,165,872
Cash at bank and in hand
1,624,038
1,710,158
4,935,151
5,240,172
Creditors: amounts falling due within one year
16
(6,502,280)
(5,038,975)
Net current (liabilities)/assets
(1,567,129)
201,197
Total assets less current liabilities
15,179,172
18,535,841
Creditors: amounts falling due after more than one year
17
(32,826,543)
(30,931,707)
Provisions for liabilities
20
(888,579)
(819,290)
Net liabilities
(18,535,950)
(13,215,156)
Capital and reserves
Called up share capital
23
2,497
2,497
Share premium account
24
300,236
300,236
Profit and loss reserves
24
(18,838,683)
(13,517,889)
Total deficit
(18,535,950)
(13,215,156)
The financial statements were approved by the board of directors and authorised for issue on 1 November 2024 and are signed on its behalf by:
01 November 2024
M J Norris
Director
DUNCAN AND TODD HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
9,974,275
9,974,275
Current assets
Debtors
15
14,282,685
14,430,283
Creditors: amounts falling due within one year
16
(3,637,417)
(3,005,463)
Net current assets
10,645,268
11,424,820
Total assets less current liabilities
20,619,543
21,399,095
Creditors: amounts falling due after more than one year
17
(31,634,910)
(30,086,238)
Net liabilities
(11,015,367)
(8,687,143)
Capital and reserves
Called up share capital
23
2,497
2,497
Share premium account
24
300,236
300,236
Profit and loss reserves
24
(11,318,100)
(8,989,876)
Total deficit
(11,015,367)
(8,687,143)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £2,328,224 (2023: £1,889,717 loss).

The financial statements were approved by the board of directors and authorised for issue on 1 November 2024 and are signed on its behalf by:
01 November 2024
M J Norris
Director
Company Registration No. SC588310
DUNCAN AND TODD HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
2,497
300,236
(9,682,789)
(9,380,056)
Year ended 31 March 2023:
Loss and total comprehensive expense for the year
-
-
(3,835,100)
(3,835,100)
Balance at 31 March 2023
2,497
300,236
(13,517,889)
(13,215,156)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
-
(5,320,794)
(5,320,794)
Balance at 31 March 2024
2,497
300,236
(18,838,683)
(18,535,950)
DUNCAN AND TODD HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2022
2,497
300,236
(7,100,159)
(6,797,426)
Year ended 31 March 2023:
Loss and total comprehensive expense for the year
-
-
(1,889,717)
(1,889,717)
Balance at 31 March 2023
2,497
300,236
(8,989,876)
(8,687,143)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
-
(2,328,224)
(2,328,224)
Balance at 31 March 2024
2,497
300,236
(11,318,100)
(11,015,367)
DUNCAN AND TODD HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
2,383,730
1,986,413
Interest paid
(424,668)
(435,911)
Income taxes paid
(164,690)
(332,064)
Net cash inflow from operating activities
1,794,372
1,218,438
Investing activities
Purchase of intangible assets
(327,693)
(873,439)
Purchase of tangible fixed assets
(725,182)
(1,403,638)
Proceeds on disposal of tangible fixed assets
93,195
70,455
Receipts arising from loans made
20,000
-
Net cash used in investing activities
(939,680)
(2,206,622)
Financing activities
Proceeds of new bank loans
-
610,989
Repayment of bank loans
(1,020,993)
(1,346,750)
Payment of finance leases obligations
(416,986)
(195,739)
Net cash used in financing activities
(1,437,979)
(931,500)
Net decrease in cash and cash equivalents
(583,287)
(1,919,684)
Cash and cash equivalents at beginning of year
1,275,745
3,195,429
Cash and cash equivalents at end of year
692,458
1,275,745
Relating to:
Cash at bank and in hand
1,624,038
1,710,158
Bank overdrafts included in creditors payable within one year
(931,580)
(434,413)
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
1
Accounting policies
Company information

Duncan and Todd Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 6 Queens Road, Aberdeen, AB15 4ZT.

 

The group consists of Duncan and Todd Holdings Limited and all of its subsidiaries (note 13).

1.1
Accounting convention

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

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

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

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

 

1.2
Business combinations

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

 

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

1.3
Basis of consolidation

The consolidated financial statements incorporate those of Duncan and Todd Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 31 March 2024.

 

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

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future.

 

The company has made a net loss of £2,328k (2023: £1,890k) but has net current assets of £10,645k (2023: £11,425k) with net liabilities of £11,015k (2023: £8,687k). The group has made a loss for the year of £5,321k (2023: £3,835k), has net current liabilities of £1,567k (2023: £201k net current assets) and net liabilities of £18,536k (2023: £13,215k). The group had net cash of £692k at the year-end (a decline of £583k) and strong operating cash generation in the year that demonstrates the financial strength of the group with the decline in cash due to scheduled bank debt repayments along with significant capital expenditure made in the year.

 

In making their assessment, the directors have reviewed cashflow and trading forecasts through 12 months following the date of approval of these financial statements, which include sensitivities for different scenarios, and consideration of the compliance with terms associated with the existing lending facilities. The group’s senior borrowing facilities remain in place, with the group’s debt with its shareholders not due for repayment until 2026 and all amounts are accrued until that date rather than paid out in cash.

 

Based on their assessment, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

1.5
Turnover

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

 

Turnover from the sale of services is recognised at the time of the related services.

 

Where payments are received in advance of the sale of goods, turnover is deferred to future periods and reverses when the above criteria is met.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

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

 

Goodwill is amortised over its useful life of 10 years.

1.7
Tangible fixed assets

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

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -

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

Freehold property
2% straight line
Fixtures &  fittings
10% straight line
Instruments & equipment
10% straight line
Plant & machinery
25% straight line

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

1.8
Fixed asset investments

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

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

1.9
Impairment of fixed assets

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

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price. Cost comprises direct materials.

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

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and loan notes, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.12
Equity instruments

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

1.13
Taxation

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

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

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

1.14
Provisions

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

 

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

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 23 -
1.17
Leases

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

 

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

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

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Government grants

Government grants, including those received under the Coronavirus Job Retention Scheme, are recognised within other operating income at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19

VAT

The company makes both taxable and exempt supplies to customers. Where costs cannot be directly linked to related turnover, the company applies partial exemption rules in accordance with VAT notice 706.

 

Irrecoverable VAT is recognised in administrative expenses at the time of related expense. Where the VAT on assets or liabilities recorded on the balance sheet has not been or will not be fully recoverable, it is incorporated into individual asset or liability carrying values.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
2
Judgements and key sources of estimation uncertainty

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

 

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

 

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

 

Depreciation

Depreciation is provided based on the estimated useful economic life of each class of asset, which is a judgement exercised by management. Depreciation is taken to the profit and loss in order to write off the asset over its useful economic life.

 

Dilapidation provision

Included in these accounts is a dilapidation provision of £508,692 (2023: £632,822). During the period, £124,130 of the provision has been utilised (2023: £nil) and a further provision of £nil (2023: £nil) has been made. The amount of this provision is an estimate made by management on the basis of experience of exiting leases in the past.

 

Valuation of investments

Included within the company only balance sheet, are investments of £9,974,275 (2023: £9,974,275). At the year end management have considered the carrying value and any potential impairment of investments held by Duncan and Todd Holdings Limited.

 

Recoverability of intercompany debt

Included within the company only balance sheet, is intercompany debt receivable of £14,276,136 (2023: £14,289,373) from other group undertakings. The recoverability of which has been considered by management with reference to future forecasted trading performance.

 

Carrying value of fixed asset investments and related goodwill

The directors regularly assess the carrying value of fixed asset investments, and related goodwill, and recognise any impairment charge in the profit and loss account if any impairment is identified. The useful life of goodwill (10 years) is also an estimate made by management. No impairment was identified in the current year (2023: £nil) and goodwill amortisation charge of £2,252,884 (2023: £2,320,275) was recorded during the year.

3
Turnover and other revenue

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

2024
2023
£
£
Turnover analysed by class of business
Corporate
1,375,097
1,099,217
Retail
26,506,665
23,282,006
Manufacturing
770,730
612,912
28,652,492
24,994,135
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 25 -
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
28,652,492
24,994,135
2024
2023
£
£
Other significant revenue
Other grant income
-
18,012
Insurance claim
-
226,937
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Other grant income
-
(18,012)
Insurance claims receivable
-
(226,937)
Depreciation of owned tangible fixed assets
938,807
890,764
Depreciation of tangible fixed assets held under finance leases
81,163
64,415
Amortisation of intangible assets
2,252,884
2,320,275
Operating lease charges
1,055,715
1,048,967
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group
23,200
27,000
Audit of the financial statements of the company's subsidiaries
43,200
42,000
66,400
69,000
For other services
Taxation compliance services
11,600
9,500
Other taxation services
-
33,000
All other non-audit services
8,000
3,500
19,600
46,000
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative staff
47
35
-
-
Selling and support staff
374
349
-
-
Total
421
384
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
12,353,671
10,502,894
-
0
-
0
Social security costs
958,785
890,749
-
-
Pension costs
261,639
167,395
-
0
-
0
13,574,095
11,561,038
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
269,200
274,156
Company pension contributions to defined contribution schemes
22,016
24,603
291,216
298,759

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2)

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
183,775
195,686
Company pension contributions to defined contribution schemes
12,258
8,538
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
424,668
322,589
Interest on finance leases and hire purchase contracts
142,440
48,303
Other interest on financial liabilities
2,657,217
2,443,885
Total finance costs
3,224,325
2,814,777
9
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(120,904)
(29,979)
Deferred tax
Origination and reversal of timing differences
149,811
(179,143)
Changes in tax rates
157,969
-
0
Adjustment in respect of prior periods
-
0
98,349
Total deferred tax
307,780
(80,794)
Total tax charge/(credit)
186,876
(110,773)

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

2024
2023
£
£
Loss before taxation
(5,133,918)
(3,945,873)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(1,283,480)
(749,716)
Tax effect of expenses that are not deductible in determining taxable profit
953,165
673,404
Change in unrecognised deferred tax assets
410,984
(87,164)
Adjustments in respect of prior years
(120,904)
(29,979)
Depreciation on assets not qualifying for tax allowances
9,269
3,903
Deferred tax adjustments in respect of prior years
157,968
151,361
Remeasurement of deferred tax rate
-
0
(6,441)
Adjust closing deferred tax to average rate
-
0
(68,648)
Fixed asset differences
59,874
1,117
Chargeable gains
-
1,390
Taxation charge/(credit)
186,876
(110,773)
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 28 -

The group has unrecognised deferred tax assets of £244,143 (2023: £364) in relation to losses carried forward and other timing differences, that have not been recognised as there is no certainty that they will reverse.

10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2023
23,495,408
Additions
327,693
At 31 March 2024
23,823,101
Amortisation and impairment
At 1 April 2023
10,798,279
Amortisation charged for the year
2,252,884
At 31 March 2024
13,051,163
Carrying amount
At 31 March 2024
10,771,938
At 31 March 2023
12,697,129
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.

Goodwill comprises three elements as follows:

 

Goodwill arising on the acquisition of several individual operational business being amortised evenly over the directors' estimate of their useful lives of 10 years. In the current year the company invested in new practices in Saltcoats, North Ayrshire as part of their continued strategic growth plans of the group.

 

Goodwill arising on the acquisition of Duncan and Todd Group Limited. The directors estimate the useful economic life of Duncan and Todd Group Limited as 10 years.

 

Goodwill arising on the acquisition of nine trading branches from Black and Lizars in April 2019. The directors estimate the useful economic life of this goodwill to be 10 years.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
11
Tangible fixed assets
Group
Freehold property
Fixtures &  fittings
Instruments & equipment
Plant & machinery
Total
£
£
£
£
£
Cost
At 1 April 2023
254,377
4,258,704
3,131,540
3,563,440
11,208,061
Additions
-
0
225,242
702,540
522,231
1,450,013
Disposals
(150,330)
(250)
-
0
(5,484)
(156,064)
At 31 March 2024
104,047
4,483,696
3,834,080
4,080,187
12,502,010
Depreciation and impairment
At 1 April 2023
97,046
2,073,513
1,659,588
1,740,399
5,570,546
Depreciation charged in the year
2,583
357,865
253,850
405,672
1,019,970
Eliminated in respect of disposals
(62,639)
-
0
-
0
(230)
(62,869)
At 31 March 2024
36,990
2,431,378
1,913,438
2,145,841
6,527,647
Carrying amount
At 31 March 2024
67,057
2,052,318
1,920,642
1,934,346
5,974,363
At 31 March 2023
157,331
2,185,191
1,471,952
1,823,041
5,637,515
Company
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant & machinery
1,287,858
1,243,897
-
0
-
0
Depreciation charge for the year in respect of leased assets
81,163
64,415
-
-
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
9,974,275
9,974,275
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
9,974,275
Carrying amount
At 31 March 2024
9,974,275
At 31 March 2023
9,974,275
13
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
20:20 Opticians Limited
Scotland
Dormant
Ordinary shares
-
100.00
Caledonian Optical Limited
Scotland
Glazing of spectacles
Ordinary shares
-
100.00
Duncan and Todd (Group) Limited
Scotland
Holding company
Ordinary shares
100.00
-
Duncan and Todd Dormant Limited
Scotland
Dormant
Ordinary shares
-
100.00
Duncan and Todd Limited
Scotland
Opticians
Ordinary shares
-
100.00
Optical Limited
Scotland
Dormant
Ordinary shares
-
100.00
Smart Employee Eyecare Limited
Scotland
Dormant
Ordinary shares
-
100.00
Duncan and Todd Scotland Limited
Scotland
Dormant
Ordinary shares
-
100.00

All the above-named subsidiaries have the registered office address of Unit 4 Kirkhill Commercial Park Dyce Avenue, Dyce, Aberdeen, Scotland, AB21 0LQ.

14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
1,100,320
1,364,142
-
0
-
0
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,840,031
1,452,944
-
0
-
0
Corporation tax recoverable
18,733
6,549
6,549
6,549
Amounts owed by group undertakings
-
-
14,276,136
14,289,373
Other debtors
86,402
132,944
-
0
20,000
Prepayments and accrued income
265,627
459,074
-
0
-
0
2,210,793
2,051,511
14,282,685
14,315,922
Amounts falling due after more than one year:
Deferred tax asset (note 21)
-
0
114,361
-
0
114,361
Total debtors
2,210,793
2,165,872
14,282,685
14,430,283

Amounts owed by group undertakings are repayable on demand and carry interest at SONIA + 3.25%.

16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
2,042,256
1,455,865
1,516,615
1,049,756
Obligations under finance leases
19
343,484
239,367
-
0
-
0
Trade creditors
1,856,952
1,362,647
6,000
28,232
Amounts owed to group undertakings
-
0
-
0
2,099,183
1,924,183
Corporation tax payable
-
0
273,409
-
0
-
0
Other taxation and social security
295,009
18,769
1,040
-
Other creditors
257,276
208,141
-
0
-
0
Accruals and deferred income
1,707,303
1,480,777
14,579
3,292
6,502,280
5,038,975
3,637,417
3,005,463

Amounts owed to group undertakings are repayable on demand and carry interest at SONIA + 3.25%.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 32 -
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
2,465,175
3,575,392
2,465,175
3,575,392
Obligations under finance leases
19
1,191,633
845,469
-
0
-
0
Shareholder loan notes
18
29,169,735
26,510,846
29,169,735
26,510,846
32,826,543
30,931,707
31,634,910
30,086,238
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
3,575,851
4,596,844
3,575,851
4,596,844
Bank overdrafts
931,580
434,413
405,939
28,304
Shareholder loan notes
29,169,735
26,510,846
29,169,735
26,510,846
33,677,166
31,542,103
33,151,525
31,135,994
Payable within one year
2,042,256
1,455,865
1,516,615
1,049,756
Payable after one year
31,634,910
30,086,238
31,634,910
30,086,238

Borrowings consist of an overdraft facility, two bank loan facilities and loan notes.

 

The bank overdraft is repayable on demand and has a limit of £1.0m.

 

Bank loan A has a carrying value of £421,987 (2023: £662,980) and carries interest at a variable rate of SONIA + 3.0% and is repayable in December 2025. Interest is payable quarterly.

 

Bank loan B has a carrying value of £2,542,875 (2023: £3,322,875) and carries interest at SONIA + 3.0% and is repayable in March 2026.

Bank loan C has a carrying value of £610,989 (2023: £610,989) and carries interest at SONIA + 3.0%. and is repayable in March 2026.

 

The bank loans are secured by a bond and floating charge over the assets of the group.

 

The loan notes are repayable in a single payment in March 2026. Interest accrues at a fixed rate of 10% but is not payable until the loan notes are repaid. Accrued interest is included in the carrying value.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 33 -
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
343,484
239,367
-
0
-
0
In two to five years
1,191,633
845,469
-
0
-
0
1,535,117
1,084,836
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Dilapidation provision
508,692
632,822
-
-

£124,130 (2023: £10,900) of the provision was utilised within the year. A further provision of £nil (2023: £86,450) was made during the year.

Dilapidation provision
Group
£
At 1 April 2023
632,822
Utilisation of provision
(124,130)
At 31 March 2024
508,692
21
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
379,887
202,142
-
114,361
Short term timing differences
-
(15,674)
-
-
379,887
186,468
-
114,361
DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
21
Deferred taxation
(Continued)
- 34 -
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
-
-
-
114,361
Group
Company
2024
2024
Movements in the year:
£
£
Liability/(Asset) at 1 April 2023
72,107
(114,361)
Charge to profit or loss
307,780
114,361
Liability at 31 March 2024
379,887
-
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
261,639
167,395

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

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
65,000
65,000
650
650
B ordinary shares of 10p each
7,930
7,930
793
793
C ordinary shares of 50p each
120
120
60
60
D ordinary shares of 2p each
17,070
17,070
341
341
E ordinary shares of 8p each
8,170
8,170
653
653
98,290
98,290
2,497
2,497

All shares have equal rights to distributions of income and capital and equal voting rights, except that holders of the A ordinary shares cannot control more than 40% of votes, and holders of the D ordinary shares cannot control more than 12% of votes.

24
Reserves
Share premium

The share premium account represents the premium arising on the issue of shares net of issue costs.

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
24
Reserves
(Continued)
- 35 -
Profit and loss reserves

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

25
Financial commitments, guarantees and contingent liabilities

The Royal Bank of Scotland holds a bond and floating charge over the assets and undertakings of the group as security over group loans and overdrafts totalling £4,605,443 (2023: £5,148,277).

26
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
968,747
863,919
-
-
Between two and five years
3,532,321
2,823,409
-
-
In over five years
2,236,742
2,005,993
-
-
6,737,810
5,693,321
-
-
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

 

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
26,613
53,226
-
-
Between two and five years
79,839
212,904
-
-
106,452
266,130
-
-

 

27
Related party transactions

The company has taken advantage of the exemption under paragraph 33.1A from the provisions of FRS 102, 'Related party disclosures' from disclosing transactions with other group companies.

 

During the year the group made lease payments of £64,200 to other related parties (2023: £64,200). The amount owed to other related parties at the year end was £nil (2023: £nil).

DUNCAN AND TODD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
28
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(5,320,794)
(3,835,100)
Adjustments for:
Taxation charged/(credited)
186,876
(110,773)
Finance costs
3,224,325
2,814,777
Amortisation and impairment of intangible assets
2,252,884
2,320,275
Depreciation and impairment of tangible fixed assets
1,019,970
955,179
(Decrease)/increase in provisions
(124,130)
75,550
Movements in working capital:
Decrease/(Increase) in stocks
263,822
(230,603)
Increase in debtors
(147,101)
(329,406)
Increase in creditors
1,027,878
326,514
Cash generated from operations
2,383,730
1,986,413
29
Analysis of changes in net debt - group
1 April 2023
Cash flows
New finance leases
Other movements
31 March 2024
£
£
£
£
£
Cash at bank and in hand
1,710,158
(86,120)
-
-
1,624,038
Bank overdrafts
(434,413)
(497,167)
-
-
(931,580)
1,275,745
(583,287)
-
-
692,458
Bank loans
(4,596,844)
1,020,993
-
-
(3,575,851)
Obligations under finance leases
(1,084,836)
416,986
(724,827)
(142,440)
(1,535,117)
Extenal debt
(4,405,935)
854,692
(724,827)
(142,440)
(4,418,510)
Shareholder loan notes
(26,510,846)
-
-
(2,658,889)
(29,169,735)
(30,916,781)
854,692
(724,827)
(2,801,329)
(33,588,245)
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