Company registration number 02321294 (England and Wales)
DESCRAM HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
DESCRAM HOLDINGS LIMITED
COMPANY INFORMATION
Directors
C Desoutter
G Desoutter
M Desoutter
W Desoutter
A Wansbrough
Secretary
R Whittingham
Company number
02321294
Registered office
Halton Brook Business Park
Weston Road
Aston Clinton
Aylesbury
HP22 5WF
Auditor
Beavis Morgan Audit Limited
82 St John Street
London
EC1M 4JN
DESCRAM HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 36
DESCRAM HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

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

Review of the business

The company's principal activity continues to be that of acting as a holding company.

 

The principal activity of De Soutter Medical Limited, a 100% owned subsidiary, and its two subsidiary companies, De Soutter Medical Australia (Pty) Ltd and De Soutter Medical USA Inc, continues to be that of the provision of powered medical instruments.

 

The principal activity of Bushell and Meadows Limited, a 100% owned subsidiary, continues to be that of the manufacture of mechanical components for the medical industry.

 

The principal activity of Zethon Limited, a 100% owned subsidiary, continues to be that of the design, manufacture and distribution of advanced electro/mechanical products and that of the provision of research and development into powered medical instruments for the group.

 

The principal activity of Prometheus Surgical Limited, a 100% owned subsidiary, continues to be that of research and development for surgical devices.

 

The directors are satisfied with the results shown in the accompanying financial statements and aim to continue improving trade in the coming year. The group continued to operate through branches in Germany, Italy, France, Austria, Belgium and The Netherlands. De Soutter Australia Pty Ltd, a wholly owned subsidiary and De Soutter Medical USA Inc, an 90% owned subsidiary, both continued to trade during the year.

Future Developments

The worldwide market for medical devices continues to grow and the directors believe the group is well placed to take advantage of this growth. Maintaining a competitive advantage depends on ongoing development of innovative products and customer services, the group therefore continues to invest in research and development of new product lines and its distribution channels across all markets.

Key performance indicators

The directors consider sales turnover and operating profit margin to be key performance indicators of the business. These are disclosed in the financial statements.

Promoting the success of the group

The Board of Directors, in line with their responsibilities under section 172 of the Companies Act 2006, manage the business in a way they consider would be most likely to promote the success of the group for the benefit of its members, and in doing so have regard to a range of matters including:

 

•    The likely consequences of any decision in the long term

•    The interests of the group's employees

•    The need to foster good business relationships with suppliers, customers and others

•    The impact of the group's operations on the community and the environment

•    The need of the group to maintain high standard of business ethics

•    The requirement to act fairly towards all stakeholders of the group

 

The directors of the group meet regularly and are collectively responsible for ensuring that the group's operations are aligned to our values, concentrating on both short and long term decisions affecting group performance and all stakeholders.

DESCRAM HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -

Principal risks and uncertainties

The key business risks affecting the group are considered to relate to competition, currency exchange fluctuations, the effect of legislation and regulatory approvals. The business seeks to mitigate exposure to all forms of risk where applicable.

 

Employees

The directors are committed to promoting a diverse and inclusive workplace, reflective of the communities in which it does business. We approach diversity in the broadest sense, recognising that successful businesses flourish through embracing diversity into their business strategy and developing talent at every level in the organisation.

 

The group continues to invest in training and development programs, guided by groupwide annual appraisals of staff and regularly communicates with its staff via the group newsletter and other channels.

 

Customers

Customer relations are at the forefront of our business. On an ongoing basis, senior managers directly engage with our customers, in person, to understand their expectations and the key issues they are facing. This feedback is regularly reviewed by the directors as part of our strategic decisions and how we seek to support our customers.

 

We adapt to our customers’ needs quickly, ensuring our employees continue to support hospital staff with patient cases.

 

Suppliers

Our key suppliers are vital to enable us to deliver high-quality products and services to our customers. We aim to treat all our suppliers fairly, including paying them in a timely manner. It remains critical that our suppliers have a strict compliance and quality ethos. The group strictly adheres to the Modern Slavery Act.

 

Regulators

The group operates in a regulated environment and the directors recognise the importance of open and continuous dialogue with our regulators. Regulators ultimately aim to protect our customers and their patients, providing additional safeguarding, to ensure the group provides safe and effective products and service.

 

Community and Environment

The business has seen significant development of the Aston Clinton site over the course of the financial year. The Directors have been committed to ensuring that the environmental impact has been minimised. Solar panels installed in the previous financial year are working well and excess electricity produced is being transferred back to the grid. Mains gas is no longer used at the site and LED lighting is in use. A Smart Building Management System works to automatically turn lights on and off, depending on occupancy, time of day and time of year.

 

The directors continue to commit funds to charity, both locally and internationally, with a focus on supporting the underprivileged and STEM projects.

 

High Standards of Business Conduct

The group and all its employees operate within a comprehensive anti-bribery and anti-corruption policy which is regularly reviewed and updated reflecting current government guidance.

 

Corporate Governance

The Board continues to comply with relevant law and regulations in relation to governance arrangements and have processes in place to ensure decisions are made at the appropriate level.

On behalf of the board

C Desoutter
Director
24 February 2025
DESCRAM HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 3 -

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

Results and dividends

The results for the year are set out on page 10.

Interim dividends were paid amounting to £6,500,000. The directors do not recommend payment of a final dividend.

Branches

The group operates several branches throughout Europe.

Directors

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

C Desoutter
G Desoutter
M Desoutter
W Desoutter
A Wansbrough
Research and development

Research and development into medical instruments continues to be carried out by De Soutter Medical Limited, Zethon and Prometheus Surgical Limited. No research and development costs are capitalised, but are written off in the year they arise.

Auditor

In accordance with the company's articles, a resolution proposing that Beavis Morgan Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

The company is required by the Companies Act 2006 to disclose the group's energy use. The figures include energy usage of subsidiaries, where the subsidiary would be obliged to disclose usage if reporting on its own.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
872,104
653,736
DESCRAM HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Fuel consumed for owned transport
129.78
125.22
- Gas combustion
4.67
9.22
134.45
134.44
Scope 2 - indirect emissions
- Electricity purchased
176.17
126.69
Scope 3 - other indirect emissions
- Business use of private cars
1.22
1.24
Total gross emissions
311.84
262.37
Intensity ratio
Tonnes CO2e per full-time employee
1.05
1.00
Quantification and reporting methodology

The directors have followed the 2019 UK Government environmental reporting guidance. We have also used the GHG Protocol Value Chain (Scope 3) Standard.

 

Total Electricity and Gas usage has been obtained over a 12-month period from supplier invoices and Fuel consumed for owned transport has been calculated using the estimated annual mileage of company-owned vehicles. Emissions have been calculated using the UK Government Conversion factors for greenhouse gas reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full-time employee as this is a common metric for the industry sector.

Measures taken to improve energy efficiency

Energy usage is monitored monthly and there are a number of ongoing initiatives to improve energy efficiency. These include:

- The photovoltaic panels installed last year are working well, resulting in significant savings in energy even outside of the main summer months. Excess electricity produced is being transferred back to the grid.

- LPG gas is no longer used within our manufacturing facility. Heat is now provided by a new air source heat pump.

- LED lighting is in use, with PIR motion detectors throughout our Head Office.

- A Smart Building Management System has been installed to automatically turn lights on and off depending on occupancy, time of day and time of year.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of disclosure concerning engagement with employees, suppliers, customers and others and future development of the business. true

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.

DESCRAM HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 5 -
On behalf of the board
C Desoutter
Director
24 February 2025
DESCRAM HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2024
- 6 -

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.

DESCRAM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DESCRAM HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Descram Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 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 a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

DESCRAM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DESCRAM HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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.

DESCRAM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DESCRAM HOLDINGS LIMITED
- 9 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

 

The following laws and regulations were identified as being of significance to the entity:

 

 

 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the group complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

 

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 group's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Burge (Senior Statutory Auditor)
For and on behalf of Beavis Morgan Audit Limited
24 February 2025
Chartered Accountants
Statutory Auditor
82 St John Street
London
EC1M 4JN
DESCRAM HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
71,697,895
62,365,214
Cost of sales
(20,183,310)
(17,612,715)
Gross profit
51,514,585
44,752,499
Distribution costs
(4,088,488)
(3,160,115)
Administrative expenses
(27,086,377)
(24,400,193)
Other operating income
3
57,978
16,400
Operating profit
5
20,397,698
17,208,591
Interest receivable and similar income
9
427,078
365,794
Other interest payable and similar expenses
(6,824)
(1,091)
Gains on current asset investments
10
52,145
41,462
Profit before taxation
20,870,097
17,614,756
Tax on profit
11
(4,106,452)
(2,834,262)
Profit for the financial year
16,763,645
14,780,494
Profit for the financial year is attributable to:
- Owners of the parent company
16,469,356
14,333,958
- Non-controlling interests
294,289
446,536
16,763,645
14,780,494

The profit and loss account has been prepared on the basis that all operations are continuing operations.

DESCRAM HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 11 -
2024
2023
£
£
Profit for the year
16,763,645
14,780,494
Other comprehensive income
Currency translation loss taken to retained earnings
(144,867)
(31,716)
Total comprehensive income for the year
16,618,778
14,748,778
Total comprehensive income for the year is attributable to:
- Owners of the parent company
16,338,965
14,300,194
- Non-controlling interests
279,813
448,584
16,618,778
14,748,778
DESCRAM HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
44,609,065
34,019,072
Investment property
14
1,708,750
1,674,688
Investments
15
52,500
52,500
46,370,315
35,746,260
Current assets
Stocks
17
18,094,708
17,293,294
Debtors
18
14,046,185
11,625,259
Investments
19
-
0
1,665,755
Cash at bank and in hand
13,487,548
17,928,262
45,628,441
48,512,570
Creditors: amounts falling due within one year
20
(8,776,521)
(10,504,621)
Net current assets
36,851,920
38,007,949
Total assets less current liabilities
83,222,235
73,754,209
Provisions for liabilities
Deferred tax liability
21
2,512,887
1,155,602
(2,512,887)
(1,155,602)
Net assets
80,709,348
72,598,607
Capital and reserves
Called up share capital
23
500,000
500,000
Profit and loss reserves
79,457,599
70,836,541
Equity attributable to owners of the parent company
79,957,599
71,336,541
Non-controlling interests
751,749
1,262,066
80,709,348
72,598,607
The financial statements were approved by the board of directors and authorised for issue on 24 February 2025 and are signed on its behalf by:
24 February 2025
C Desoutter
Director
Company registration number 02321294 (England and Wales)
DESCRAM HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
30,624,783
23,542,944
Investment properties
14
1,708,750
1,674,688
Investments
15
5,328,950
5,328,950
37,662,483
30,546,582
Current assets
Debtors
18
6,901,185
5,067,272
Cash at bank and in hand
1,523,691
7,019,113
8,424,876
12,086,385
Creditors: amounts falling due within one year
20
(537,180)
(2,699,805)
Net current assets
7,887,696
9,386,580
Total assets less current liabilities
45,550,179
39,933,162
Provisions for liabilities
21
(720,211)
-
0
Net assets
44,829,968
39,933,162
Capital and reserves
Called up share capital
23
500,000
500,000
Profit and loss reserves
44,329,968
39,433,162
Total equity
44,829,968
39,933,162

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £11,396,806 (2023 - £10,937,729 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 February 2025 and are signed on its behalf by:
24 February 2025
C Desoutter
Director
Company Registration No. 02321294
DESCRAM HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 14 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 June 2022
500,000
60,036,347
60,536,347
958,713
61,495,060
Year ended 31 May 2023:
Profit for the year
-
14,333,958
14,333,958
446,536
14,780,494
Other comprehensive income:
Currency translation differences
-
(31,716)
(31,716)
-
(31,716)
Amounts attributable to non-controlling interests
-
(2,048)
(2,048)
2,048
-
Total comprehensive income
-
14,300,194
14,300,194
448,584
14,748,778
Dividends
12
-
(3,500,000)
(3,500,000)
(145,231)
(3,645,231)
Balance at 31 May 2023
500,000
70,836,541
71,336,541
1,262,066
72,598,607
Year ended 31 May 2024:
Profit for the year
-
16,469,356
16,469,356
294,289
16,763,645
Other comprehensive income:
Currency translation differences
-
(144,867)
(144,867)
-
(144,867)
Amounts attributable to non-controlling interests
-
14,476
14,476
(14,476)
-
Total comprehensive income
-
16,338,965
16,338,965
279,813
16,618,778
Dividends
12
-
(6,500,000)
(6,500,000)
(159,097)
(6,659,097)
Purchase of shares in subsidiary from non-controlling interest
-
(1,217,907)
(1,217,907)
(631,033)
(1,848,940)
Balance at 31 May 2024
500,000
79,457,599
79,957,599
751,749
80,709,348
DESCRAM HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
500,000
31,995,433
32,495,433
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
10,937,729
10,937,729
Dividends
12
-
(3,500,000)
(3,500,000)
Balance at 31 May 2023
500,000
39,433,162
39,933,162
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
11,396,806
11,396,806
Dividends
12
-
(6,500,000)
(6,500,000)
Balance at 31 May 2024
500,000
44,329,968
44,829,968
DESCRAM HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
18,937,714
15,767,471
Interest paid
(6,824)
(1,091)
Income taxes paid
(4,047,866)
(3,835,673)
Net cash inflow from operating activities
14,883,024
11,930,707
Investing activities
Purchase of tangible fixed assets
(13,035,463)
(16,977,680)
Proceeds from disposal of tangible fixed assets
267,486
250,903
Purchase of investments
19
-
(1,653,548)
Proceeds from disposal of investments
19
1,648,151
3,232,173
Interest received
427,078
335,584
Net cash used in investing activities
(10,692,748)
(14,812,568)
Financing activities
Purchase of shares in subsidiary from non-controlling interest
(1,848,940)
-
Dividends paid to equity shareholders
(6,500,000)
(3,500,000)
Dividends paid to non-controlling interests
(159,097)
(145,231)
Net cash used in financing activities
(8,508,037)
(3,645,231)
Net decrease in cash and cash equivalents
(4,317,761)
(6,527,092)
Cash and cash equivalents at beginning of year
17,928,262
24,555,611
Effect of foreign exchange rates
(122,953)
(100,257)
Cash and cash equivalents at end of year
13,487,548
17,928,262
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
1
Accounting policies
Company information

Descram Holdings Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is 1 Halton Brook Business Park, Weston Road, Aston Clinton, Aylesbury, Buckinghamshire, HP22 5WF.

 

The group consists of Descram Holdings Limited and all of its subsidiaries.

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, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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

 

 

The consolidated financial statements include Descram Holdings Limited and all of its subsidiaries.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Descram Holdings Limited and all of its subsidiaries (i.e. 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 May 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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.

1.3
Going concern

The directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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

Revenue from the provision of repair and maintenance services is recognised straight line over the maintenance contract.

 

Revenue from the rental of goods is recognised in the accounting period in which the goods are rented and deferred over the term of the rental contract.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Assets under construction are measured at cost and depreciated when the the asset is available for use.

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

Land and buildings freehold for group use
Over 40 years excluding land
Land and buildings leasehold
Over period of lease
Plant and machinery
Over 2 to 8 years
Fixtures, fittings & equipment
Over 5 years
Motor vehicles
Over 4 years

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.

1.6
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.7
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. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 19 -
1.8
Impairment of fixed assets

At each reporting 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. Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stock comprises finished goods for sale and work in progress.

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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.11
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 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 trade and other 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.

Financial instruments that are publicly traded or their fair value can otherwise be measured reliably, which includes US Treasury bonds, are measured at fair value with changes in fair value recognised in profit or loss.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets 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 trade and other creditors, accruals, amounts owed to group undertakings, and other tax and social security, 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
Taxation

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

Current tax

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

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 21 -
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 enacted or substantively enacted 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 other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity respectively. 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.

1.13
Employee benefits

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

 

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

 

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

1.14
Retirement benefits

The group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.15
Leases

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

1.16
Government grants

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

 

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.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 22 -
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.

Estimated useful lives of tangible fixed assets

Estimation is required in determining the useful lives of such assets and their residual values. See note 13 for the carrying value of tangible fixed assets.

Recoverability of debtors

The group makes an estimate of the recoverable value of trade and other debtors. When assessing the provision against trade and other debtors, management considers factors including the ageing profile of debtors and management's historical experience. See note 18 for the carrying value of trade debtors.

3
Turnover and other revenue

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

2024
2023
£
£
Turnover analysed by class of business
Sale and rental of goods
66,763,920
57,821,753
Maintenance services
4,933,975
4,543,461
71,697,895
62,365,214
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
17,243,026
14,221,920
European Union
25,936,390
21,197,012
Rest of World
28,518,479
26,946,282
71,697,895
62,365,214
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
3
Turnover and other revenue
(Continued)
- 23 -
2024
2023
£
£
Other revenue
Interest income
427,078
365,794
Grants received
40,528
-
Rent receivable
17,450
16,400

The total turnover of the group for the year has been derived from its principal activities.

4
Research and development expenditure

No research and development costs are capitalised, but are written off in the year they arise. The aggregate amount of research and development expenditure recognised as an expense during the period was £1,839,900 (2023: £1,393,624) in De Soutter Medical Limited; £118,651 (2023: £340,777) in Prometheus Surgical Limited and £89,971 (2023: £110,597) in Zethon Limited.

5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
221,865
(87,169)
Government grants
(40,528)
-
Depreciation of owned tangible fixed assets
2,288,284
2,065,176
Profit on disposal of tangible fixed assets
(62,465)
(54,180)
Stocks impairment losses recognised
2,553,673
1,290,573
Operating lease charges
174,675
89,361
6
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 and company
20,000
18,000
Audit of the financial statements of the company's subsidiaries
17,000
15,000
37,000
33,000
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 24 -
7
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
Works
157
120
-
-
Administration
139
139
6
6
Total
296
259
6
6

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
19,870,886
17,014,139
2,227,547
2,049,727
Social security costs
2,595,650
2,027,010
296,831
267,790
Pension costs
473,437
422,314
-
0
-
0
22,939,973
19,463,463
2,524,378
2,317,517
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
2,550,412
2,398,024
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
599,978
549,042
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
427,078
331,192
Other interest income
-
34,602
Total income
427,078
365,794
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 25 -
10
Gains on current asset investments
2024
2023
£
£
Fair value gains/(losses) on financial instruments
Gain on current asset investments held at fair value through profit or loss
-
6,455
Other gains/(losses)
Gain on disposal of current asset investments held at fair value
52,145
35,007
52,145
41,462
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,181,297
2,431,305
Adjustments in respect of prior periods
(23,651)
34,847
Double tax relief
(819,175)
(684,027)
Total UK current tax
338,471
1,782,125
Foreign current tax on profits for the current period
2,149,644
1,634,845
Adjustments in foreign tax in respect of prior periods
(13,612)
(165,219)
Total current tax
2,474,503
3,251,751
Deferred tax
Origination and reversal of timing differences
1,631,949
(417,489)
Total tax charge
4,106,452
2,834,262
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
11
Taxation
(Continued)
- 26 -

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

2024
2023
£
£
Profit before taxation
20,870,097
17,614,756
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.00%)
5,217,524
3,522,951
Tax effect of expenses that are not deductible in determining taxable profit
8,629
51,080
Tax effect of income not taxable in determining taxable profit
(8,516)
-
0
Change in unrecognised deferred tax assets
(360,666)
(7,966)
Adjustments in respect of prior years
(37,263)
(128,808)
Effect of difference in deferred tax rate
-
(123,530)
Double tax relief
(819,175)
(684,027)
Permanent capital allowances in excess of depreciation
115,152
(45,009)
Research and development tax credit
(496,922)
(446,399)
Other permanent differences
-
0
9,992
Effect of overseas tax rates
1,120,321
996,770
Under/(over) provided in prior years
-
0
(1,564)
Dividend income
-
301
Other tax adjustments
49,934
(66,690)
Patent box deduction
(682,566)
(242,839)
Taxation charge
4,106,452
2,834,262
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
6,500,000
3,500,000
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 27 -
13
Tangible fixed assets
Group
Land and buildings freehold for group use
Land and buildings leasehold
Assets under construction
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 June 2023
14,913,900
34,321
14,529,617
17,929,335
1,366,843
1,230,406
50,004,422
Additions
7,382,711
-
0
-
0
4,656,106
449,202
547,444
13,035,463
Disposals
-
0
-
0
-
0
(419,446)
(11,802)
(245,329)
(676,577)
Transfers
14,529,617
-
0
(14,529,617)
-
0
-
0
-
0
-
0
Exchange adjustments
-
0
(921)
-
0
(56,414)
(615)
-
0
(57,950)
At 31 May 2024
36,826,228
33,400
-
0
22,109,581
1,803,628
1,532,521
62,305,358
Depreciation and impairment
At 1 June 2023
2,569,950
13,349
-
0
11,627,595
1,178,821
595,635
15,985,350
Depreciation charged in the year
397,714
10,338
-
0
1,514,103
86,416
279,713
2,288,284
Eliminated in respect of disposals
-
0
-
0
-
0
(255,206)
-
0
(216,350)
(471,556)
Exchange adjustments
-
0
(492)
-
0
(105,090)
(203)
-
0
(105,785)
At 31 May 2024
2,967,664
23,195
-
0
12,781,402
1,265,034
658,998
17,696,293
Carrying amount
At 31 May 2024
33,858,564
10,205
-
0
9,328,179
538,594
873,523
44,609,065
At 31 May 2023
12,343,950
20,972
14,529,617
6,301,740
188,022
634,771
34,019,072
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
Company
Land and buildings freehold for group use
Assets under construction
Total
£
£
£
Cost
At 1 June 2023
10,640,240
14,529,617
25,169,857
Additions
7,382,711
-
0
7,382,711
Transfers
14,529,617
(14,529,617)
-
0
At 31 May 2024
32,552,568
-
0
32,552,568
Depreciation and impairment
At 1 June 2023
1,626,913
-
0
1,626,913
Depreciation charged in the year
300,872
-
0
300,872
At 31 May 2024
1,927,785
-
0
1,927,785
Carrying amount
At 31 May 2024
30,624,783
-
0
30,624,783
At 31 May 2023
9,013,327
14,529,617
23,542,944

The carrying value of freehold land and buildings includes:

Group
Company
2024
2023
2024
2023
£
£
£
£
Freehold land
4,253,600
4,253,600
3,853,600
3,853,600
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 June 2023
1,674,688
1,674,688
Net gains or losses through fair value adjustments
34,062
34,062
At 31 May 2024
1,708,750
1,708,750

Investment property comprises of two properties in Aylesbury. The fair value of the investment property has been arrived at on the basis of the valuation carried out at both property locations by Fisher German LLP Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
5,276,450
5,276,450
Unlisted investments
52,500
52,500
52,500
52,500
52,500
52,500
5,328,950
5,328,950

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

Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 June 2023 and 31 May 2024
52,500
Carrying amount
At 31 May 2024
52,500
At 31 May 2023
52,500
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 June 2023 and 31 May 2024
5,276,450
52,500
5,328,950
Carrying amount
At 31 May 2024
5,276,450
52,500
5,328,950
At 31 May 2023
5,276,450
52,500
5,328,950
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 30 -
16
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Bushell and Meadows Limited
1
Manufacture of mechanical components for medical and defence industries
Ordinary
100
-
De Soutter Medical (Australia) Pty Limited
2
Distribution of surgical instruments
Ordinary
-
100
De Soutter Medical Limited
3
Manufacture and distribution of surgical instruments
Ordinary
100
-
De Soutter Medical USA Inc.
4
Distribution of surgical instruments
Ordinary
-
90
Prometheus Surgical Limited*
3
Research and development for surgical devices
Ordinary
100
-
Zethon Limited*
3
Research and development for surgical instruments and the manufacture and sale of surgical instruments
Ordinary
100
-
De Soutter Medical Finance Limited
3
Dormant
Ordinary
100
-
De Soutter Medical GmbH
5
Dormant
Ordinary
-
100
De Soutter Medical Holdings Inc.
4
Holding company
Ordinary
-
100

Registered office addresses (all UK unless otherwise indicated):

1
Northway Lane, Tewkesbury, Gloucestershire, GL20 8HG
2
2/12-14 Apollo Drive, Hallam, Victoria 3803, Australia
3
Halton Brook Business Park Weston Road, Aston Clinton, Aylesbury, Buckinghamshire, HP22 5WF
4
224 Rolling Hill Road, Suite 12A, Mooresville, NC 28117, USA
5
Bahnhofstraße 4, D-66625, Nohfelden, Germany

* These subsidiaries are exempt from audit by virtue of Section 479A of the Companies Act 2006. Descram Holdings Limited has provided each of these subsidiaries with a guarantee under section 479C of the Companies Act 2006 thereby undertaking to guarantee all outstanding liabilities to which each subsidiary company is subject at the end of the financial year.

17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
133,533
165,829
-
-
Work in progress
924,222
929,890
-
-
Finished goods and goods for resale
17,036,953
16,197,575
-
0
-
0
18,094,708
17,293,294
-
-
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 31 -
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,371,214
8,478,936
50
-
0
Corporation tax recoverable
1,554,309
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
6,704,052
4,057,711
Other debtors
750,729
1,585,639
168,008
876,126
Prepayments and accrued income
597,196
513,313
29,075
27,983
13,273,448
10,577,888
6,901,185
4,961,820
Deferred tax asset (note 21)
772,737
1,047,371
-
0
105,452
14,046,185
11,625,259
6,901,185
5,067,272
19
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
US Treasury bonds
-
1,665,755
-
-

All US Treasury bonds matured during the year. US Treasury bonds are recognised at quoted market value.

20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
3,620,597
5,937,083
14,285
1,600,203
Amounts owed to group undertakings
-
0
-
0
100
588,002
Corporation tax payable
30,752
49,776
-
0
42,863
Other taxation and social security
1,099,964
1,250,239
-
-
Other creditors
37,503
22,059
-
0
-
0
Accruals and deferred income
3,987,705
3,245,464
522,795
468,737
8,776,521
10,504,621
537,180
2,699,805
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 32 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon. Deferred tax is charged at 25% (2023: 25%).

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
(Accelerated)/Decelerated Capital Allowances
(2,496,609)
(1,162,687)
-
338,386
Tax losses and other timing differences
(16,278)
-
-
-
Provision for group unrealised profits
-
-
772,737
708,985
Other
-
7,085
-
-
(2,512,887)
(1,155,602)
772,737
1,047,371
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
(Accelerated)/Decelerated Capital Allowances
(720,211)
-
-
105,452
Group
Company
2024
2024
Movements in the year:
£
£
(Liability)/Asset at 1 June 2023
(108,231)
105,452
Charge to profit or loss
(1,631,919)
(825,663)
Liability at 30 May 2024
(1,740,150)
(720,211)

The deferred tax asset set out above is expected to reverse within 12 months and relates to decelerated capital allowances, group adjustments for unrealised profits and pension liabilities. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
473,437
422,314

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.

DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 33 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
500,000
500,000
500,000
500,000
24
Events after the reporting date

On 18 July 2024 the group invested a further $3,234,741 in it's subsidiary De Soutter Medical Holdings Inc, in order to facilitate the acquisition of a further 10% shareholding in it's subsidiary De Soutter Medical USA Inc.

25
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
772,543
6,870,405
394,231
6,346,385

 

26
Operating lease commitments
Group
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
2024
2023
£
£
Within one year
133,241
140,763
Between two and five years
96,480
362,934
In over five years
-
130,004
229,721
633,701

The company had no operating lease commitments as lessee.

Company
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
26
Operating lease commitments
(Continued)
- 34 -
Lessor

The operating leases represent leases to subsidiary companies. The leases are negotiated over terms of 5 years and rentals are fixed for 4 years.

At the reporting end date the company had contracted with subsidiary companies for the following minimum lease payments:

Company
2024
2023
£
£
Within one year
560,000
330,000
Between two and five years
2,240,000
716,959
2,800,000
1,046,959
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
2,904,028
2,740,157
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
27
Related party transactions
(Continued)
- 35 -

As permitted under FRS102 s33.1A, the financial statements do not disclose transactions between the parent undertaking and fellow wholly owned subsidiaries.

 

Group

During the year the group entered into the following transactions with related parties.

 

During the year the group made sales of £9,777,458 (2023: £9,697,154) to De Soutter Medical USA Inc, which is a non-wholly owned subsidiary within the group.

 

Other than the transactions disclosed above and in note 8, the group's other related party transactions were with wholly owned subsidiaries and so have not been disclosed.

 

Company

The company paid dividends of £5,752,500 (2023: £3,097,500) to the directors during the year.

 

At the balance sheet date, the company was owed £6,490,410 (2023: £3,959,899) by De Soutter Medical Limited, a subsidiary of the company.

 

At the balance sheet date, the company was owed £97,142 (2023: £97,812) by Prometheus Surgical Limited, a subsidiary of the company.

 

At the balance sheet date, the company was owed £109,000 (2023: £392,469 owed to) by Bushell & Meadows Limited, a subsidiary of the company.

 

At the balance sheet date, the company was owed £7,500 (2023: £195,433 owed to) by Zethon Limited, a subsidiary of the company.

 

Other than the transactions disclosed above and in note 8, the company's other related party transactions were with wholly owned subsidiaries and so have not been disclosed.

28
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
16,763,645
14,780,494
Adjustments for:
Taxation charged
4,106,452
2,834,262
Finance costs
6,824
1,091
Finance income
(427,078)
(365,794)
Revaluation of freehold property
(34,062)
43,125
Gain on disposal of tangible fixed assets
(62,465)
(54,180)
Depreciation and impairment of tangible fixed assets
2,288,284
2,065,176
Other gains and losses
(52,145)
(41,462)
Movements in working capital:
Increase in stocks
(801,414)
(4,402,796)
Increase in debtors
(1,141,251)
(1,444,750)
(Decrease)/increase in creditors
(1,709,076)
2,352,305
Cash generated from operations
18,937,714
15,767,471
DESCRAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 36 -
29
Analysis of changes in net funds - group
1 June 2023
Cash flows
Exchange rate movements
31 May 2024
£
£
£
£
Cash at bank and in hand
17,928,262
(4,317,761)
(122,953)
13,487,548
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