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Registered number: 11232048










DYACO UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
DYACO UK LIMITED
 
 
COMPANY INFORMATION


Directors
Mr M Lin (resigned 10 November 2023)
Mr D M Jackson 
Mr N Price (appointed 10 November 2023)
Mr Y Lin (appointed 10 November 2023)




Registered number
11232048



Registered office
Unit 5 Featherstone Road Mill Square
Wolverton Mill

Milton Keynes

Bucks

England

MK12 5ZD




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
DYACO UK LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12
Company Balance Sheet
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16 - 17
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 33


 
DYACO UK LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic report for the year ended 31st December 2023.

Principal activities and review of business
 
The principal activity of the company and its UK subsidiaries is the provision of commercial fitness equipment and sporting goods into the commercial and retail markets via traditional commercial relationships, a permanent store location in Milton Keynes, the business’ online eCommerce sites as well as online selling platforms, such as Amazon marketplace and eBay.
FY23 has been a period of growth across the UK group when compared with the prior year and aligns with the company’s objective to return to pre-covid revenues and performance. Turnover in the period rose to £16,160,575 (2022: £11,592,606). Increases in turnover have been driven in the retail division by the introduction of new product lines and improving the availability of the current and new offerings via new direct to market platforms, with the commercial division seeing the maturing of framework tenders, and the growth of brand awareness in the market, which in turn further bolsters the companies ability to grow brand equity in its respective markets.
The increase in contribution, to the business will also allow the full review of our operational systems in the coming period, to ensure that the group can continue to offer excellent customer focused services, as well as invest in development of new product and ensure a robust route to market.

Page 1

 
DYACO UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The company has been undertaking a substantial restructuring of the group hierarchy to ensure continuation of the success seen in the financial year and to align the group hierarchical structure with its operational management structure in which operational efficiencies will be achieved through common control and shared resource.
Commercial Risk
The group operates in highly competitive, margin driven markets which come with inherent risk around the ability to build both new B2B relationships and the ability to attract new B2C customers via the online streams. The group aims to mitigate these risks through diversification of the consumer product range, with new product launches into the market and re-marketing of existing lines based on consumer research and online trending data, whilst the commercial division build on existing commercial and trade relationships to create brand equity and reputational value which in turn attracts larger scale brand ambassadors into the portfolio.
IT systems and Infrastructure risk
The group is heavily dependent on the technology in employs which is managed by internal and third-party personnel, to ensure that the trading platforms can continue to operate successfully. Disaster recovery and contingency plans are in place to mitigate any risk and are reviewed for weaknesses or improvement requirements regularly to adapt as necessary to the business needs. The group also recognises that the speed at which technology moves is also a vital consideration while maintaining robust and futureproof systems to support continued operational excellence.
Foreign currency risk
The group is exposed to currency risk due to the supply of goods coming from global markets. Where possible the group works to book advanced currency trades to mitigate the fluctuation in currency exposure. The group also works closely with its commercial and trade customers to create natural hedges where commercially viable.
Liquidity risk
Ultimate responsibility for liquidity risk sites with the UK and Head office Board, which have established an appropriate liquidity management framework for the management of the Group short, medium and long-term funding requirements. The group manages these requirements by continually monitoring forecast and actual cashflows and the conversion of debt to cash.
Credit risk
Credit risk in the B2C market is considered low as little to no credit offering is required to be extended to domestic customers, whilst in the commercial division the credit extended is across a larger number of entities with deposits schemes in place for larger commercial exposure and credit limits being operated in line with rating provided by international credit rating agencies which are monitored and adjusted on an ongoing basis as necessary.

Financial and other key performance indicators
 
The company’s board and leadership team continue to focus on the increase of turnover and strengthening of Gross margins.
The above is assisted by the constant monitoring of online traffic and consumer habits, alongside customer retention by monitoring customer return rates on an on-going basis.
Overhead expenditure is managed and monitored through the setting of financial budgets and forecasts which are reviewed monthly to assess performance against these targets. Any short-term adverse events are mitigated by the control of costs, and a longer-term forecast is provided on a quarterly basis which is used to understand any future challenges that may arise.

Page 2

 
DYACO UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern
 
Accounting standards require that the directors satisfy themselves that it is reasonable for them to conclude whether it is appropriate to prepare financial statements on a going concern basis. In assessing the position of the group, taking into account the groups principal risks and uncertainties, cashflows and liquidity positions alongside with the continued support from the ultimate holding company Dyaco International Inc. the business is considered to be operating on a going concern basis.


This report was approved by the board on 1 April 2025 and signed on its behalf.




Page 3

 
DYACO UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Principal activity

The principal activity of the company continued to be that of distribution of exercise equipment.

Results and dividends

The loss for the year, after taxation, amounted to £2,227,544 (2022 - loss £2,393,893).

Directors

The directors who served during the year were:

Mr M Lin (resigned 10 November 2023)
Mr D M Jackson 
Mr N Price (appointed 10 November 2023)
Mr Y Lin (appointed 10 November 2023)

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Page 4

 
DYACO UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

Moving forward the business looks to expand its offering with introduction of new products into the retail space and enhance its commercial operations with the on-boarding of new larger commercial gym groups, and work with existing key clients to expand their current portfolio of health clubs.
The group also takes its environmental responsibility seriously and whilst it does not believe it is materially exposed to climate change risk, there will be a project commencing to ensure that the carbon footprint of the business is monitored and improved where possible.

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





Mr N Price
Director

Date: 1 April 2025

Page 5

 
DYACO UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED
 

Opinion


We have audited the financial statements of Dyaco UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 6

 
DYACO UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Page 7

 
DYACO UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 
DYACO UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to standard business and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and income tax.
We evaluated management's incentives and opportunities or fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
• inspecting correspondence with regulators and tax authorities;
• discussions with management including consideration of known or suspected instances of non-compliance
• with laws and regulation and fraud;
• evaluating management's controls designed to prevent and detect irregularities;
• identifying and testing journals, in particular journal entries posted with unusual account combinations,
• postings by unusual users or with unusual descriptions; and
• challenging assumptions and judgements made by management in their critical accounting estimates.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 9

 
DYACO UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)


Use of our report
 

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





Jon Dawson (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

1 April 2025
Page 10

 
DYACO UK LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
  
16,160,575
11,592,606

Cost of sales
  
(10,355,650)
(10,080,838)

Gross profit
  
5,804,925
1,511,768

Administrative expenses
  
(8,036,044)
(3,907,716)

Operating loss
  
(2,231,119)
(2,395,948)

Interest receivable and similar income
  
11,009
2,055

Interest payable and similar expenses
  
(7,434)
-

Loss before tax
  
(2,227,544)
(2,393,893)

Loss for the financial year
  
(2,227,544)
(2,393,893)

Loss for the year attributable to:
  

Owners of the parent company
  
2,227,544
2,393,893

  
2,227,544
2,393,893

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 18 to 33 form part of these financial statements.

Page 11

 
DYACO UK LIMITED
REGISTERED NUMBER: 11232048

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
326,616
151,430

Tangible assets
 13 
82,581
96,401

  
409,197
247,831

Current assets
  

Stocks
 15 
5,313,916
5,753,181

Debtors: amounts falling due within one year
 16 
1,318,104
952,560

Cash at bank and in hand
 17 
474,308
698,090

  
7,106,328
7,403,831

Creditors: amounts falling due within one year
 18 
(6,360,520)
(6,129,619)

Net current assets
  
 
 
745,808
 
 
1,274,212

Total assets less current liabilities
  
1,155,005
1,522,043

Provisions for liabilities
  

Other provisions
 19 
(71,890)
(111,384)

  
 
 
(71,890)
 
 
(111,384)

Net assets
  
1,083,115
1,410,659


Capital and reserves
  

Called up share capital 
 20 
3,201,533
7,000,000

Merger reserve
 21 
2,857,486
3,226,631

Profit and loss account
 21 
(4,975,904)
(8,815,972)

Equity attributable to owners of the parent Company
  
1,083,115
1,410,659

  
1,083,115
1,410,659


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 April 2025.

Mr N Price
Director

The notes on pages 18 to 33 form part of these financial statements.

Page 12

 
DYACO UK LIMITED
REGISTERED NUMBER: 11232048

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
65,512
81,275

Investments
 14 
2,269,145
-

  
2,334,657
81,275

Current assets
  

Stocks
 15 
2,174,309
2,761,363

Debtors: amounts falling due within one year
 16 
1,355,048
800,709

Cash at bank and in hand
 17 
63,565
123,618

  
3,592,922
3,685,690

Creditors: amounts falling due within one year
 18 
(3,356,984)
(2,689,708)

Net current assets
  
 
 
235,938
 
 
995,982

Total assets less current liabilities
  
2,570,595
1,077,257

  

  

Net assets
  
2,570,595
1,077,257


Capital and reserves
  

Called up share capital 
 20 
3,201,533
7,000,000

Profit and loss account brought forward
  
(5,922,743)
(5,042,623)

Loss for the year
  
(775,807)
(880,120)

Shares redeemed during the year

  

6,067,612
-

Profit and loss account carried forward
  
(630,938)
(5,922,743)

  
2,570,595
1,077,257


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 April 2025.


Mr N Price
Director

The notes on pages 18 to 33 form part of these financial statements.

Page 13
 

 
DYACO UK LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Merger reserve
Profit and loss account
Total equity


£
£
£
£



At 1 January 2022
1,850,000
3,226,631
(6,422,079)
(1,345,448)



Comprehensive income for the year


Loss for the year
-
-
(2,393,893)
(2,393,893)

Total comprehensive income for the year
-
-
(2,393,893)
(2,393,893)


Shares issued during the year
5,150,000
-
-
5,150,000



Total transactions with owners
5,150,000
-
-
5,150,000





At 1 January 2023
7,000,000
3,226,631
(8,815,972)
1,410,659



Comprehensive income for the year


Loss for the year
-
-
(2,227,544)
(2,227,544)


Purchase of own shares
(6,067,612)
-
6,067,612
-


Shares issued during the year
2,269,145
(369,145)
-
1,900,000

Total comprehensive income for the year
(3,798,467)
(369,145)
3,840,068
(327,544)



Total transactions with owners
-
-
-
-



At 31 December 2023
3,201,533
2,857,486
(4,975,904)
1,083,115



The notes on pages 18 to 33 form part of these financial statements.

Page 14
 
DYACO UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,850,000
(5,042,623)
(3,192,623)


Comprehensive income for the year

Loss for the year
-
(880,120)
(880,120)


Contributions by and distributions to owners

Shares issued during the year
5,150,000
-
5,150,000



At 1 January 2023
7,000,000
(5,922,743)
1,077,257


Comprehensive income for the year

Loss for the year
-
(775,807)
(775,807)

Purchase of own shares
(6,067,612)
6,067,612
-

Shares issued during the year
2,269,145
-
2,269,145


Total transactions with owners
-
-
-


At 31 December 2023
3,201,533
(630,938)
2,570,595


The notes on pages 18 to 33 form part of these financial statements.

Page 15

 
DYACO UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,227,544)
(2,393,893)

Adjustments for:

Amortisation of intangible assets
89,002
19,795

Depreciation of tangible assets
46,437
39,394

Interest paid
7,434
-

Interest received
(11,009)
(2,055)

Decrease/(increase) in stocks
439,850
(118,345)

(Increase)/decrease in debtors
(410,380)
5,248,301

Increase/(decrease) in creditors
275,152
(7,599,953)

(Decrease) in provisions
(39,494)
(25,753)

Net cash generated from operating activities

(1,830,552)
(4,832,509)


Cash flows from investing activities

Purchase of intangible fixed assets
(264,188)
(171,225)

Purchase of tangible fixed assets
(32,617)
(45,496)

Interest received
11,009
2,055

Net cash from investing activities

(285,796)
(214,666)

Cash flows from financing activities

Issue of ordinary shares
2,269,145
5,150,000

Purchase of ordinary shares
(6,067,612)
-

Non-cash consideration
6,067,612
-

Interest paid
(7,434)
-

Merger reserve
(369,145)
-

Net cash used in financing activities
1,892,566
5,150,000

Net (decrease)/increase in cash and cash equivalents
(223,782)
102,825
Page 16

 
DYACO UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash and cash equivalents at beginning of year
696,717
593,892

Cash and cash equivalents at the end of year
472,935
696,717


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
474,308
698,090

Bank overdrafts
(1,373)
(1,373)

472,935
696,717



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

698,090

(223,782)

474,308

Bank overdrafts

(1,373)

-

(1,373)


696,717
(223,782)
472,935

The notes on pages 18 to 33 form part of these financial statements.

Page 17

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Dyaco UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 5 Featherstone Road Mill Square, Wolverton Mill, Milton Keynes, Bucks, England, MK12 5ZD

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
On 15 March 2023 a group reconstruction took place where Dyaco UK Limited became the parent entity of Neutron Ventures Limited (06569353). The group reconstruction meets the criteria to apply merger accounting principles. The results and cashflows of the combining entities have been consolidated from the beginning of the financial year ended 31 December 2022. The comparative information has been restated to include the results of the combining entities for the previous year as if the group has always existed.

 
2.3

Going concern

As at 31st December 2023, the group recorded net assets of £1,083,115 and incurred a net loss of (£2,227,544) during the year . The financial statements have been prepared on going concern basis as the ultimate holding company Dyaco International Inc. have confirmed they will continue to provide such financial support as is necessary to the group to enable the group to meet it liabilities as and when they fall due.

Page 18

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

  
2.5

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 19

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.


Page 20

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Motor vehicles
-
15%
on cost
Fixtures and fittings
-
20%
on cost
Computer equipment
-
33%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 21

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.18

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

  
2.19

Retirement benefits

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

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 22

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

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

 
2.22

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.


3.


Judgements and key sources of estimation uncertainty

In the application of the company’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.


4.


Turnover

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


2023
2022
£
£

Sales
16,160,575
11,592,606


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
16,059,738
11,592,606

Rest of Europe
100,837
-

16,160,575
11,592,606


Page 23

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation
46,437
40,103

Exchange differences
(58,749)
(3,201)

Other operating lease rentals
89,002
19,795


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
60,000
55,000


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
1,966,861
1,064,462
1,225,302
470,413

Social security costs
183,550
99,414
131,421
56,556

Cost of defined contribution scheme
113,775
47,881
102,886
37,241

2,264,186
1,211,757
1,459,609
564,210


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









26
22
12
11

Page 24

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
195,854
36,800

Group contributions to defined contribution pension schemes
5,982
-

201,836
36,800


During the year retirement benefits were accruing to no directors (2022 - NIL) in respect of defined contribution pension schemes.


9.


Interest receivable

2023
2022
£
£


Other interest receivable
11,009
2,055


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
7,434
-


11.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 25

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(2,227,544)
(2,393,893)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(524,025)
(454,840)

Effects of:


Expenses not deductible for tax purposes
12,041
(10,040)

Capital allowances for year in excess of depreciation
358
(3,980)

Non-taxable income
-
(7,017)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(44,019)
(112,441)

Movement in deferred tax not recognised
555,645
588,318

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group





Development expenditure
Computer software
Total

£
£
£



Cost


At 1 January 2023
-
171,225
171,225


Additions - internal
54,180
210,008
264,188



At 31 December 2023

54,180
381,233
435,413



Amortisation


At 1 January 2023
-
19,795
19,795


Charge for the year on owned assets
-
89,002
89,002



At 31 December 2023

-
108,797
108,797



Net book value



At 31 December 2023
54,180
272,436
326,616



At 31 December 2022
-
151,430
151,430





Page 27

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
197,587
16,487
63,018
277,092


Additions
20,912
5,421
6,284
32,617



At 31 December 2023

218,499
21,908
69,302
309,709



Depreciation


At 1 January 2023
115,700
7,641
57,350
180,691


Charge for the year on owned assets
37,077
3,991
5,369
46,437



At 31 December 2023

152,777
11,632
62,719
227,128



Net book value



At 31 December 2023
65,722
10,276
6,583
82,581



At 31 December 2022
81,887
8,846
5,668
96,401

Page 28

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)


Company






Plant and machinery

£

Cost or valuation


At 1 January 2023
191,028


Additions
20,912



At 31 December 2023

211,940



Depreciation


At 1 January 2023
109,753


Charge for the year on owned assets
36,675



At 31 December 2023

146,428



Net book value



At 31 December 2023
65,512



At 31 December 2022
81,275






Page 29

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
2,269,145



At 31 December 2023
2,269,145





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Neutron Ventures Limited
Unit 5, Mill Square Featherstone Road, Wolverton Mill, Milton Keynes, England, MK12 5ZD
Ordinary
100%
Interactive Online Commerce Limited
Unit 5, Mill Square Featherstone Road, Wolverton Mill, Milton Keynes, England, MK12 5ZD
Ordinary
100%
Sweatband.com Limited
Unit 5, Mill Square Featherstone Road, Wolverton Mill, Milton Keynes, England, MK12 5ZD
Ordinary
100%
Neutron Ventures Poland Sp. Z O.o
Piotrkowska 60/2, 90-105 Lódz, Poland
Ordinary
100%

All subsidiaries have been included in the consolidation. Neutron Ventures Limited is the immediate parent entity of Interactive Online Commerce Limited and Interactive Online Commerce Limited is the immediate parent entity of Sweatband.com Limited.
The following subsidiary companies are exempt from the Companies Act requirements relating to the audit of the individual company accounts under section 479A of the Companies Act 2006. Dyaco UK Ltd has given the guarantee for the following subsidiary companies:
Neutron Ventures Ltd
Interactive Online Commerce Ltd

Page 30

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Finished goods and goods for resale
5,313,916
5,753,181
2,174,309
2,761,363

5,313,916
5,753,181
2,174,309
2,761,363


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,034,718
485,778
849,583
290,966

Amounts owed by group and parent undertakings
-
-
347,306
140,083

Other debtors
116,903
401,379
81,136
369,660

Prepayments and accrued income
166,483
65,403
77,023
-

1,318,104
952,560
1,355,048
800,709



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
474,308
698,090
63,565
123,618

Less: bank overdrafts
(1,373)
(1,373)
-
-


Page 31

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
1,373
1,373
-
-

Trade creditors
2,051,193
1,442,358
232,222
76,703

Amounts owed to group and parent undertakings
3,659,271
3,832,266
2,961,132
2,396,985

Other taxation and social security
465,058
242,032
93,824
28,014

Other creditors
46,786
511,388
10,392
188,006

Accruals and deferred income
136,839
100,202
59,414
-

6,360,520
6,129,619
3,356,984
2,689,708



19.


Provisions


Group






Other provision

£





At 1 January 2023
111,384


Charged to profit or loss
80,424


Utilised in year
(100,424)


Released in year
(19,494)



At 31 December 2023
71,890


20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



3,201,533 (2022 - 7,000,000) Ordinary shares of £1.00 each
3,201,533
7,000,000

On 28th June 2023, the issued share capital of the Company was reduced from 7,000,000 Ordinary shares of £1.00 each to 932,388 Ordinary shares of £1.00 each by cancelling and extinguishing 6,067,612 Ordinary shares of £1.00 each in the Company, each of which is fully paid up.
On 30 June 2023, 2,269,145 ordinary shares of £1.00 each were alloted in exchange for the transfer of 1,461,941 ordinary shares of £0.0001 each held in Neutron Ventures Limited (CRN 06569353).


Page 32

 
DYACO UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Reserves

Merger Reserve

The merger reserve is the difference between the value of shares issued by the company in exchange for the value of shares acquired in respect of the group reconstruction.

Profit and loss account

The accumulated profit and losses in the current and prior periods.


22.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £102,886 (2022: £37,241). Contributions totalling £10,392 (2022: £4,766) were payable to the fund at the reporting date.


23.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
97,500
85,000
85,000
85,000

Later than 1 year and not later than 5 years
7,500
21,250
-
21,250

105,000
106,250
85,000
106,250


24.


Related party transactions

The immediate and ultimate parent undertaking and controlling party is Dyaco International Inc. which is the smallest and largest group to consolidate these financial statements. Dyaco International Inc prepares group financial statements. Dyaco International Inc is registered company of Taiwan address 12F, No. 111, Song Jiang Road Chung-Shan District Taipei, 104 Taiwan.
At 31 December 2023, Dyaco UK Limited owed Dyaco International Inc £3,640,773 (2022: £3,810,368)


25.


Ultimate controlling party

Dyaco International Inc owns 96% of the issued share capital of Dyaco UK Limited, and as a result have ultimate control over the company.

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