Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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DYACO UK LIMITED
COMPANY INFORMATION
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DYACO UK LIMITED
CONTENTS
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DYACO UK LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their Strategic report for the year ended 31st December 2023.
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.
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DYACO UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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.
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DYACO UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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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.
The loss for the year, after taxation, amounted to £2,227,544 (2022 - loss £2,393,893).
The directors who served during the year were:
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.
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 2006. They 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.
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DYACO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
There have been no significant events affecting the Group since the year end.
The auditors, HaysMac LLP, will 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.
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DYACO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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DYACO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)
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 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.
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.
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.
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DYACO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)
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DYACO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)
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.
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DYACO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYACO UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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DYACO UK LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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DYACO UK LIMITED
REGISTERED NUMBER: 11232048
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 April 2025.
The notes on pages 18 to 33 form part of these financial statements.
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DYACO UK LIMITED
REGISTERED NUMBER: 11232048
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 33 form part of these financial statements.
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