Company registration number 13379535 (England and Wales)
DGA GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DGA GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr E Reilly
Company number
13379535
Registered office
One Fleet Place
London
England
EC4M 7WS
Auditor
Xeinadin Audit Limited
26 High Street
Rickmansworth
Hertfordshire
UK
WD3 1ER
DGA GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 30
DGA GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents the strategic report for the year ended 31 December 2023.
Review of the business
Dentons Global Advisors Holdings Limited ("the Company") is a wholly owned subsidiary of Dentons Global Advisors, LLC (US). The Company was incorporated on 6 May 2021, and acquired Interel Group ("Interel") in July 2021.
Through the 2023 year, the Company consolidated and integrated its organic Public Affairs capabilities with the continued inorganic build of its Corporate Communications specialisation. The Company continued to build out this new service line in preparation for an expected market return in the areas of financial, mergers and acquisitions, and IPO post COVID. The Group expanded internationally by opening a subsidiary in Singapore to address client demand and anticipated growth for Public Affairs advice in the region. No organic acquisitions were made during the year.
The Company along with its acquired subsidiaries are hereafter referred to as "the Group". The Group recorded a consolidated loss of $3.3M over the year ending 31 December 2023.
Principal risks and uncertainties
The strategic consultancy and public affairs advisory business is very competitive. The Group aims to have strong relationships with its clients and offers a variety of services, and this puts the Group in a strong position to meet the needs of the market and to grow into other service lines in line with the long-term strategic plan particularly in light of ongoing geopolitical and economic volatility.
The Group has a diversified client base in terms of sector and geography and does not have substantive revenue tied to any particular client. The Director considered the impact of the ongoing war in Ukraine and conflict in the Middle East and concluded that the direct impact was not material due to the Group not having only a small presence in the area. However, the Director is aware that some clients may have varying degrees of exposure.
The Director also considered the movements in inflation, interest rates and the cost of living. This has impacted the number of corporate transactions including initial public offerings coming to the market which is a key focus for our London-based Communications practice. In anticipation of these economic conditions, Management reviewed discretionary expenditure but were reluctant to make large-scale decisions on staffing levels as retaining experienced staff is a key element in building the business as economic conditions turn more favourable.
The Group has also implemented appropriate controls and risk governance techniques across all of its businesses which are closely monitored by the Board of Directors (the "DGA Board"). The DGA Board is confident that current controls are sufficient to manage risk. The DGA Board's policies on risk are implemented by the Parent entity's finance and legal departments.
Financial risk management objectives and policies
The main source of risk affecting the Group is competition in the market (see below under "Principal risks and uncertainties" for details). Additionally, the Group's activities expose it to several financial risks including credit risk, liquidity risk and currency risk.
Credit risk
The Group's principal financial assets are bank balances and cash, trade, and other receivables. The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of the estimated credit losses. The Group has no significant concentration of credit risk, with exposure spread over many counterparties and clients.
Liquidity risk
To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group has access to an overdraft and other working capital facilities from the Parent entity on which it can draw.
Currency risk
The Group is exposed to translation and transaction foreign currency risk. The Group does not use foreign exchange forward contracts to hedge these exposures given the size of the individual contractual activity.
DGA GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators
The Group uses several key performance indicators at the project, entity, and business unit levels along with the firm as a whole. The Director is of the view that performance on all key measures over the financial year was satisfactory. The firm's principal measures are:
Turnover of $29.3M for the year ended 31 December 2023 reflected 47% growth in revenue compared to the same 12-month period in 2022. This revenue growth was driven by a focused strategic approach centred on business unit integration, brand development, and targeted client acquisitions. The successful integration of our service lines allowed for operational synergies, streamlined delivery, and expanded offerings across our key markets.
Concurrently, a strengthened brand presence—supported by a unified marketing strategy and increased visibility in industry-specific channels—enhanced client trust and recognition. Most critically, our refined client acquisition strategy, which emphasised relationship-driven business development, directly contributed to both client volume and deal size growth. Collectively, these factors positioned the firm for sustainable, scalable growth moving forward.
Gross profit remains a critical KPI for the Group in assessing our ability to deliver services efficiently as we scale. Monitoring this metric closely supports long-term strategic decision-making. The Gross profit margin is in line with plan for the year. Operating loss was within plan for the period to 31 December 2023 with an expected shift to profit in 2024.
Working capital
Cash balances and working capital are monitored closely. Throughout the reporting period, the Group maintained a healthy cash balance with prudent financial management. Cash reserves remained sufficient to support day-to-day operations and strategic investments, reflecting the increased revenue inflows and disciplined cost control. The moderate use of overdraft facilities was a deliberate treasury strategy aimed at optimising working capital and ensuring flexibility during short-term cash flow fluctuations. This approach allowed the firm to manage seasonal variances without compromising operational stability or long-term financial resilience.
Mr E Reilly
Director
15 May 2025
DGA GROUP HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The director presents his annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company and group continued to be that of consulting services.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr E Reilly
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr E Reilly
Director
15 May 2025
DGA GROUP HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The director is 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. He is 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.
DGA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DGA GROUP HOLDINGS LIMITED
- 5 -
Disclaimer of opinion on financial statements
We were engaged to audit the financial statements of DGA Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
We have not been able to satisfy ourselves on the validity of the amounts owed by related parties as at the period end which are stated in the accounts of group: $10,277,162 company: $1,870,795. We were also unable to satisfy ourselves on the validity of the amounts owed to related parties of group: $13,950,065.
We have not been able to satisfy ourselves on the validity of the amounts owed to related parties over one year as at the period end which are stated in the accounts of group: $4,203,157 company: $4,203,157.
Conclusions relating to going concern
In auditing the financial statements, we have not concluded on the directors' use of the going concern basis due to the unknown impact of the items stated in the basis for disclaimer of opinion.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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
Notwithstanding our disclaimer of an opinion on the financial statements, in our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
DGA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DGA GROUP HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, 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 performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the director's report.
Arising from the limitation of our work referred to above:
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:
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
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Discussions with and enquiries of management and those charged with governance were held with a viewto 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:
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.
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.
DGA GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DGA GROUP HOLDINGS LIMITED
- 7 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
John Lee BA FCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited, Statutory Auditor
Chartered Accountants
26 High Street
Rickmansworth
Hertfordshire
WD3 1ER
UK
15 May 2025
DGA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Year
Period
ended
ended
31 December
31 December
2023
2022
as restated
Notes
$
$
Turnover
3
29,324,588
11,411,167
Cost of sales
(17,553,312)
(4,539,427)
Gross profit
11,771,276
6,871,740
Administrative expenses
(16,469,012)
(8,275,168)
Other operating income
2,031,315
435,236
Operating loss
4
(2,666,421)
(968,192)
Share of profits of joint ventures
-
2,967
Interest receivable and similar income
6
5,909
46
Interest payable and similar expenses
7
(23,836)
(11,206)
Loss before taxation
(2,684,348)
(976,385)
Tax on loss
8
(580,836)
(330,541)
Loss for the financial year
(3,265,184)
(1,306,926)
Other comprehensive income
Currency translation (loss)/gain arising in the year
(1,501,069)
83,338
Total comprehensive income for the year
(4,766,253)
(1,223,588)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
DGA GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
as restated
Notes
$
$
$
$
Fixed assets
Goodwill
9
15,319,716
17,339,898
Other intangible assets
9
1,835
4,934
Total intangible assets
15,321,551
17,344,832
Tangible assets
10
348,434
1,144,801
Investments
11
517,253
471,853
16,187,238
18,961,486
Current assets
Debtors
14
19,234,856
11,448,234
Cash at bank and in hand
966,131
2,110,011
20,200,987
13,558,245
Creditors: amounts falling due within one year
15
(41,813,618)
(33,351,030)
Net current liabilities
(21,612,631)
(19,792,785)
Total assets less current liabilities
(5,425,393)
(831,299)
Creditors: amounts falling due after more than one year
16
(4,203,157)
(4,203,157)
Provisions for liabilities
Provisions
18
172,159
(172,159)
-
Net liabilities
(9,800,709)
(5,034,456)
Capital and reserves
Called up share capital
21
1
1
Other reserves
(1,374,233)
126,836
Profit and loss reserves
(8,426,477)
(5,161,293)
Total equity
(9,800,709)
(5,034,456)
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved and signed by the director and authorised for issue on 15 May 2025
15 May 2025
Mr E Reilly
Director
Company registration number 13379535 (England and Wales)
DGA GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
$
$
$
$
Fixed assets
Investments
11
17,868,155
17,868,155
Current assets
Debtors
14
1,870,795
985,169
Cash at bank and in hand
1,335
680,072
1,872,130
1,665,241
Creditors: amounts falling due within one year
15
(15,647,058)
(15,363,635)
Net current liabilities
(13,774,928)
(13,698,394)
Total assets less current liabilities
4,093,227
4,169,761
Creditors: amounts falling due after more than one year
16
(4,203,157)
(4,203,157)
Net liabilities
(109,930)
(33,396)
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
(109,931)
(33,397)
Total equity
(109,930)
(33,396)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $76,534 (2022 - $34,404 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved and signed by the director and authorised for issue on 15 May 2025
15 May 2025
Mr E Reilly
Director
Company registration number 13379535 (England and Wales)
DGA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Currency translation reserve
Profit and loss reserves
Total
$
$
$
$
As restated for the period ended 31 December 2022:
Balance at 1 June 2022
1
43,498
(3,854,367)
(3,810,868)
Period ended 31 December 2022:
Loss for the period
-
-
(1,306,926)
(1,306,926)
Other comprehensive income:
Currency translation differences
-
83,338
83,338
Total comprehensive income
-
83,338
(1,306,926)
(1,223,588)
Balance at 31 December 2022
1
126,836
(5,161,293)
(5,034,456)
Year ended 31 December 2023:
Loss for the year
-
-
(3,265,184)
(3,265,184)
Other comprehensive income:
Currency translation differences
-
(1,501,069)
(1,501,069)
Total comprehensive income
-
(1,501,069)
(3,265,184)
(4,766,253)
Balance at 31 December 2023
1
(1,374,233)
(8,426,477)
(9,800,709)
DGA GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
$
$
$
As restated for the period ended 31 December 2022:
Balance at 1 June 2022
1
1,007
1,008
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
(34,404)
(34,404)
Balance at 31 December 2022
1
(33,397)
(33,396)
Year ended 31 December 2023:
Profit and total comprehensive income
-
(76,534)
(76,534)
Balance at 31 December 2023
1
(109,931)
(109,930)
DGA GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
as restated
Notes
$
$
$
$
Cash flows from operating activities
Cash (absorbed by)/generated from operations
24
(1,203,919)
1,061,039
Interest paid
(23,836)
(11,206)
Income taxes refunded/(paid)
10,979
(513,902)
Net cash (outflow)/inflow from operating activities
(1,216,776)
535,931
Investing activities
Purchase of tangible fixed assets
(400,058)
(96,433)
Proceeds from disposal of tangible fixed assets
800,074
3,181
Proceeds from disposal of joint ventures
(43,762)
-
Proceeds from disposal of investments
(1,638)
-
Interest received
5,909
46
Net cash generated from/(used in) investing activities
360,525
(93,206)
Financing activities
Proceeds from borrowings
871,730
-
Repayment of borrowings
-
(4,536,091)
Proceeds from new bank loans
-
4,398,663
Repayment of bank loans
(384,306)
-
Net cash generated from/(used in) financing activities
487,424
(137,428)
Net (decrease)/increase in cash and cash equivalents
(368,827)
305,297
Cash and cash equivalents at beginning of year
2,101,002
1,738,726
Effect of foreign exchange rates
(777,798)
56,979
Cash and cash equivalents at end of year
954,377
2,101,002
Relating to:
Cash at bank and in hand
966,131
2,110,011
Bank overdrafts included in creditors payable within one year
(11,754)
(9,009)
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
DGA Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is One Fleet Place, London, England, EC4M 7WS.
The group consists of DGA Group Holdings Limited and all of its subsidiaries.
1.1
Reporting period
The comparative figures presented are for less than a year as the entity aligned it's year end with that of the wider group. The comparative figures are not entirely comparable due to this change.
1.2
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 US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.3
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company DGA Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.5
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.6
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.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
over the life of the licence
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
in accordance with the property
Fixtures and fittings
at varying rates on cost
Computers
at varying rates on cost
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.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.13
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial 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 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.15
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.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.20
Foreign exchange
Transactions in currencies other than US Dollars 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.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the director is 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.
3
Turnover and other revenue
2023
2022
$
$
Turnover analysed by geographical market
UK
10,965,852
3,784,135
USA
-
89,511
Europe
18,358,736
7,537,521
29,324,588
11,411,167
2023
2022
$
$
Other revenue
Interest income
5,909
46
4
Operating loss
2023
2022
$
$
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(60,189)
(86,538)
Fees payable to the group's auditor for the audit of the group's financial statements
31,830
20,000
Depreciation of owned tangible fixed assets
395,908
170,889
Loss on disposal of tangible fixed assets
443
-
Amortisation of intangible assets
2,023,281
1,179,953
Operating lease charges
1,633,698
734,758
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
5
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
HR
6
2
-
-
Finance
14
6
-
-
Other support
27
19
-
-
Consultants
193
198
-
-
Partners
61
42
-
-
Total
301
267
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
$
$
$
$
Wages and salaries
16,705,767
6,703,384
Social security costs
121,729
364,116
-
-
Pension costs
1,278,379
221,882
18,105,875
7,289,382
No remuneration was paid to directors' in either the current or prior year.
6
Interest receivable and similar income
2023
2022
$
$
Interest income
Interest on bank deposits
4,076
Interest receivable from group companies
1,833
46
Total income
5,909
46
7
Interest payable and similar expenses
2023
2022
$
$
Interest on bank overdrafts and loans
23,836
11,206
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
8
Taxation
2023
2022
$
$
Current tax
Foreign current tax on profits for the current period
580,836
314,287
Deferred tax
Origination and reversal of timing differences
16,254
Total tax charge
580,836
330,541
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
$
$
Loss before taxation
(2,684,348)
(976,385)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(671,087)
(185,513)
Unutilised tax losses carried forward
671,087
185,513
Effect of overseas tax rates
580,836
330,541
Taxation charge
580,836
330,541
9
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
$
$
$
Cost
At 1 January 2023 and 31 December 2023
20,202,261
41,729
20,243,990
Amortisation and impairment
At 1 January 2023
2,862,363
36,795
2,899,158
Amortisation charged for the year
2,020,182
3,099
2,023,281
At 31 December 2023
4,882,545
39,894
4,922,439
Carrying amount
At 31 December 2023
15,319,716
1,835
15,321,551
At 31 December 2022
17,339,898
4,934
17,344,832
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Intangible fixed assets
(Continued)
- 24 -
10
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
$
$
$
$
Cost
At 1 January 2023
1,149,977
361,307
98,599
1,609,883
Additions
299,143
75,600
25,315
400,058
Disposals
(1,149,977)
(175,641)
(1,325,618)
At 31 December 2023
299,143
261,266
123,914
684,323
Depreciation and impairment
At 1 January 2023
293,611
117,495
53,976
465,082
Depreciation charged in the year
255,713
74,563
65,632
395,908
Eliminated in respect of disposals
(395,268)
(129,833)
(525,101)
At 31 December 2023
154,056
62,225
119,608
335,889
Carrying amount
At 31 December 2023
145,087
199,041
4,306
348,434
At 31 December 2022
856,366
243,812
44,623
1,144,801
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Investments in subsidiaries
12
17,868,155
17,868,155
Investments in associates
427,886
427,886
Investments in joint ventures
65,667
21,905
Unlisted investments
23,700
22,062
517,253
471,853
17,868,155
17,868,155
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Group
Shares in associates and joint ventures
Other investments
Total
$
$
$
Cost or valuation
At 1 January 2023
449,791
22,062
471,853
Valuation changes
43,762
1,638
45,400
At 31 December 2023
493,553
23,700
517,253
Carrying amount
At 31 December 2023
493,553
23,700
517,253
At 31 December 2022
449,791
22,062
471,853
The joint venture is Interel Consulting India, a company registered in India of which 50% ownership is held by way of share capital. The associate is an investment in Interel Association Management.
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023 and 31 December 2023
17,868,155
Carrying amount
At 31 December 2023
17,868,155
At 31 December 2022
17,868,155
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Interel Holdings SA
Belgium
Ordinary
89.45
10.55
Interel Management Group SA
Belgium
Ordinary
0
100.00
Dentons Global Advisors Deuteschland GMBH
Germany
Ordinary
0
100.00
Dentons Global Advisors UK Ltd
United Kingdom
Ordinary
0
100.00
Dentons Global Advisors France SAS
France
Ordinary
0
100.00
Dentons Global Advisors Europe SA
Belgium
Ordinary
0
100.00
Interel Consulting Inc
USA
Ordinaru
0
100.00
Interel US Inc
USA
Ordinary
0
100.00
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Financial instruments
Group
Company
2023
2022
2023
2022
$
$
$
$
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
23,700
22,062
-
-
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
7,324,062
4,152,961
Corporation tax recoverable
132,278
214,922
Amounts owed by group undertakings
10,277,162
1,527,460
1,870,795
985,169
Other debtors
657,016
5,465,882
Prepayments and accrued income
801,311
87,009
19,191,829
11,448,234
1,870,795
985,169
Amounts falling due after more than one year:
Other debtors
43,027
Total debtors
19,234,856
11,448,234
1,870,795
985,169
15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Bank loans and overdrafts
17
4,026,111
4,407,672
Other borrowings
17
16,597,806
15,547,380
Trade creditors
1,453,040
2,539,598
67,848
Amounts owed to group undertakings
13,950,065
18,965,168
15,363,635
Corporation tax payable
509,171
Other taxation and social security
2,082,803
815,632
-
-
Deferred income
19
363,120
1,887,870
Other creditors
83,481
208,490
Accruals and deferred income
2,748,021
4,526,600
31,830
41,813,618
33,351,030
15,647,058
15,363,635
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
$
$
$
$
Other creditors
4,203,157
4,203,157
4,203,157
4,203,157
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
$
$
$
$
Bank loans
4,014,357
4,398,663
Bank overdrafts
11,754
9,009
Loans from group undertakings
16,597,806
15,547,380
20,623,917
4,407,672
15,547,380
-
Payable within one year
20,623,917
4,407,672
15,547,380
18
Provisions for liabilities
Group
Company
2023
2022
2023
2022
$
$
$
$
Other provisions
172,159
-
-
-
Movements on provisions:
Other provisions
Group
$
Additional provisions in the year
172,159
19
Deferred income
Group
Company
2023
2022
2023
2022
$
$
$
$
Other deferred income
363,120
1,887,870
-
-
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
1,278,379
221,882
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.
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1 each
1
1
1
1
The ordinary shares carry a right to vote, a right to any dividend, and a aright to a share in a distribution upon winding up of the company.
22
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
$
$
$
$
Within one year
1,312,319
2,018,101
-
-
Between two and five years
1,276,033
4,750,583
-
-
In over five years
940,192
27,209
-
-
3,528,544
6,795,893
-
-
23
Controlling party
The ultimate controlling party in the opinion of the directors is Dentons Global Advisors LLC, a company registered in Delaware, USA.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
24
Cash (absorbed by)/generated from group operations
2023
2022
$
$
Loss after taxation
(3,265,184)
(1,307,334)
Adjustments for:
Share of results of associates and joint ventures
-
(2,967)
Taxation charged
580,836
330,541
Finance costs
23,836
11,206
Investment income
(5,909)
(46)
Loss/(gain) on disposal of tangible fixed assets
443
(805)
Amortisation and impairment of intangible assets
2,023,281
1,179,953
Depreciation and impairment of tangible fixed assets
395,908
170,889
Increase in provisions
172,159
-
Movements in working capital:
Decrease in debtors
963,080
50,651
(Decrease)/increase in creditors
(2,092,369)
628,951
Cash (absorbed by)/generated from operations
(1,203,919)
1,061,039
25
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
$
$
$
$
Cash at bank and in hand
2,110,011
(366,082)
(777,798)
966,131
Bank overdrafts
(9,009)
(2,745)
-
(11,754)
2,101,002
(368,827)
(777,798)
954,377
Borrowings excluding overdrafts
(4,398,663)
(16,213,500)
-
(20,612,163)
(2,297,661)
(16,582,327)
(777,798)
(19,657,786)
26
Prior period adjustment
A prior year adjustment was made to one of the subsidiary entities to account for the removal of a bonus accrual of $723,271.
DGA GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
26
Prior period adjustment
(Continued)
- 30 -
Reconciliation of changes in equity - group
1 June
31 December
2022
2022
$
$
Adjustments to prior year
Reduction in accruals
-
723,271
Equity as previously reported
(3,810,868)
(5,757,727)
Equity as adjusted
(3,810,868)
(5,034,456)
Analysis of the effect upon equity
Profit and loss reserves
-
723,271
Reconciliation of changes in loss for the previous financial period
2022
$
Adjustments to prior year
Reduction in accruals
723,271
Loss as previously reported
(2,033,164)
Loss as adjusted
(1,309,893)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2022
$
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(34,404)
Loss as adjusted
(34,404)
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