| REGISTERED NUMBER: |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| FOR |
| DPSK LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| FOR |
| DPSK LIMITED |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Independent Auditors' Report | 7 |
| Statement of Comprehensive Income | 11 |
| Statement of Financial Position | 12 |
| Statement of Changes in Equity | 13 |
| Notes to the Financial Statements | 14 |
| DPSK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| 55 Baker Street |
| London |
| W1U 7EU |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| The directors present their strategic report for the Company for the year ended 31 March 2024. |
| FAIR REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS |
| Results for the Financial Year: |
| The audited financial statements for the year ending 31 March 2024 present a profit before tax of £4.4m (31 March 2023: loss of £3.8m). The statement of financial position details net assets of £57.4m (31 March 2023: £56.3m). |
| Business review: |
| Key financial highlights are presented below: |
| Year ended | Year ended |
| 31 March 2024 | 31 March 2023 |
| £m | £m |
| Revenue | 188.1 | 165.0 |
| Operating profit/(loss) | 4.3 | (3.6) |
| Profit/(loss) for the financial year | 4.1 | (3.8) |
| Revenue in the year increased by 14.0% to £188.1m principally due to the full year effect of prior year store openings and the part year impact of additional stores opened in the current financial year. The benefits of operating leverage as well as improved gross margins combined to improve operating profit to £4.3m in the year to 31 March 2024. |
| The company continued to expand the number of operating sites. A further 23 sites were opened during the year, taking the total estate to 267 sites as at 31 March 2024. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Company faces a number of risks and uncertainties which may have an adverse impact on its operations, performance, future targets and the ability to deliver its targets. |
| The risks and uncertainties noted below represent those which the directors consider to be the most significant in achieving the company's business plan. These principal risks do not comprise all of the risks associated with the company and are not set out in any order of priority. |
| Damage to the Brand: |
| The success of the Company is materially based on the operation of a franchisor's brand. If any significant external events were to occur that impacted the integrity of this brand, it could result in financial performance declining. |
| The directors believe that strong governance and controls operated internally help to both protect and strengthen the brand. |
| Competition: |
| The Company operates in a very competitive and fragmented market which is constantly bringing new concepts and products to market. Other fast-food restaurants and takeaway businesses are in direct competition with pizza chains. |
| As part of a larger franchising group, the directors are able to leverage this resource and have been able to develop a strong online channel and excellent brand recognition to help mitigate this risk. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES - CONTINUED |
| Regulation: |
| The Company is required to comply with all relevant health and safety and food hygiene procedures and regulations. The directors have implemented rigorous site audits to ensure compliance and operating working practices are maintained to the highest standard. |
| Information Technology: |
| The Company has a high dependency on core information technology systems that are administered by the franchisor. This risk is mitigated by the franchisor implementing robust recovery procedures and testing on a regular basis to ensure protection of hardware, software and data. |
| SECTION 172(1) DIRECTORS STATEMENT OF COMPLIANCE |
| As required by section 172 of the UK's Companies Act, a director of a Company must act in the way they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its stakeholders. |
| Our stakeholders are integral to the long-term success of the business. To ensure we take their views into account we engage with each of our stakeholder groups throughout the year. These stakeholders include our shareholders, franchisor, employees, suppliers and the local community. |
| Shareholders: |
| The long-term Company strategy naturally aligns with the shareholders' expectations and interests as the parent Company is owned by the directors of DPSK Ltd. |
| Employees: |
| Our employees are a vital asset to our business. The directors seek to promote employee welfare, ensure employees are engaged in the business and are empowered to perform their duties. |
| The rigorous recruitment process ensures employees have the right capabilities for the role. Investment into the design of in-store and e-learning training programmes enables our employees to perform their duties. The company fosters a supportive, inclusive work environment, offering fair remuneration, opportunities for growth and prioritising health and safety. |
| The directors regularly recognise and reward employees for their hard work during the year and hold events to keep managers informed of Company strategy for the year ahead. Senior management hold weekly meetings to evaluate current trading performance which is then fed back to the restaurant managers. |
| Franchisor & Suppliers: |
| As a franchisee of a larger group, it is imperative to have a close working relationship with the franchisor. The Directors participate in regular communication forums with the franchisor throughout the year. As the Company holds the detailed knowledge of day to day operations, the Board seek to influence and inform strategic decisions of the franchisor for the benefit of all stakeholders. |
| The Company seeks to follow best industry practices for effectively managing our third party suppliers. Our teams seek transparent and mutually beneficial relationships, ensuring fair dealings and ethical practices. Suppliers are paid in line with agreed terms and conditions. |
| Customers: |
| The directors always strive to ensure the product quality and product delivery exceeds the expectations of our customers. Understanding the needs and experience of our customers is a key part of company decision making. Regular menu development helps the company adapt to changing consumer tastes. The directors seek and act on customer feedback from both trials of such initiatives and from ongoing customer reviews. |
| Community and Environment: |
| The directors recognise a responsibility to support the local community and to reduce the Company's carbon footprint. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| GOING CONCERN ASSESSMENT |
| The directors have considered the cashflow requirements of the Company for a period of at least twelve (12) months from the date of approval of these financial statements and are satisfied that sufficient financial resources will continue to be made available and that the Company will be able to meet its debts and fund its growth as they fall due. |
| Historically, the Company has been highly cash generative and has been able to self-fund its growth plans. The company's financial forecasts do not highlight any requirement for additional capital. Indeed, additional cashflows could be generated in the short term by ceasing the new restaurant opening programme if so required. |
| Accordingly, these financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the Company. |
| ON BEHALF OF THE BOARD: |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| The directors present their report with the financial statements of the Company for the year ended 31 March 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the Company in the year under review continued to be that of providing goods and services in respect of a take-away and delivery food business, under contracts with an operating company. |
| DIVIDENDS |
| Dividends of £3,030,000 were distributed for the year ended 31 March 2024. |
| Dividends of £28,100,000 were distributed for the year ended 31 March 2023. |
| FUTURE DEVELOPMENTS |
| The quick service restaurant industry remains a highly competitive environment. The directors believe a growing consumer preference for convenience and affordability will continue to support the Company's trade. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
| CASHFLOW RISK |
| The Company has historically been cash generative. Nonetheless, to ensure all liquidity requirements are met, the Company regularly reviews any present obligations and prepares cash flow forecasts considering any changes and growth in operations. |
| CREDIT RISK |
| The Company's principal financial assets are cash and loans to related parties. The Company has minimal trade debtors. The directors therefore consider there to be little or no risk in respect of the balances with any third parties that would impact the availability of credit for the Company. |
| EMPLOYMENT POLICIES |
| The Company is committed to the principle of equal opportunity in employment. The Company recruits and selects applicants for employment based solely on a person's qualifications and suitability for the position, whilst bearing in mind equality and diversity. It is the Company's policy to recruit the most capable person available for each position. |
| The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the Company policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate. |
| Employees are encouraged to participate in the success of the business through performance related remuneration. All management and staff are expected to communicate fully the ongoing performance of their own area of responsibility. |
| BUSINESS REVIEW |
| A review of the business and its principal risks and uncertainties is set out in the strategic report on pages 2 and 4 of these financial statements. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| STREAMLINED ENERGY AND CARBON REPORTING |
| As DPSK Limited is a large company that meets the qualification criteria, the SECR framework requires the Company to report energy usage information and any energy efficiency action taken in the period under review. |
| The energy consumed by the Company in the year ended 31 March 2024 and 31 March 2023 is less than 40,000 kwh. Therefore the entity qualifies as a low energy user and is exempt from reporting under these regulations. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable 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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
| AUDITORS |
| The auditors, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| DPSK LIMITED |
| Opinion on the financial statements |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the Company's affairs as at 31 March 2024 and of its profit 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. |
| We have audited the financial statements of DPSK LIMITED ("the Company") for the year ended 31 March 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Independence |
| We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. |
| 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The Directors are responsible for the other information. The other information comprises the information included in the Strategic Report, Report of the Directors and Financial Statements other than the financial statements and our auditor's report thereon. 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. |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| DPSK LIMITED |
| Other Companies Act 2006 reporting |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. |
| We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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. |
| Responsibilities of Directors |
| As explained more fully in the Statement of Directors Responsibilities, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. |
| Auditor'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. |
| Extent to which the audit was capable of detecting irregularities, including fraud |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Non-compliance with laws and regulations |
| Based on: |
| - | Our understanding of the Company and the industry in which it operates; |
| - | Discussion with management and those charged with governance ; |
| - | Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations |
| We considered the significant laws and regulations to be the applicable accounting framework, Companies Act 2006 and UK tax legislation. |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| DPSK LIMITED |
| The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be health and safety legislation and other employment related laws. |
| Our procedures in respect of the above included: |
| - | Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations; |
| - | Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations; |
| - | Review of financial statement disclosures and agreeing to supporting documentation; |
| - | Review of legal expenditure accounts to understand the nature of expenditure incurred; and |
| - | Enquiry with management and those charged with governance as to whether the Company is compliant with laws and regulations that may have a material effect on the financial statements. |
| Fraud |
| We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: |
| - | Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; |
| - | Obtaining an understanding of the Company's policies and procedures relating to: |
| - | Detecting and responding to the risks of fraud; and |
| - | Internal controls established to mitigate risks related to fraud. |
| - | Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; |
| - | Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and |
| - | Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. |
| Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue and management override of control. |
| Our procedures in respect of the above included: |
| - | Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and |
| - | Testing revenue recognition in total for the period using recalculations of royalties and the mark ups applied on the provision of goods and services to stores. |
| We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
| 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. |
| INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
| DPSK LIMITED |
| Use of our report |
| This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| London |
| BDO LLP is a limited liability partnership registered in England and Wales (with |
| registered number OC305127). |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| TURNOVER | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 3,593,209 | (4,438,512 | ) |
| Other operating income | 5 |
| OPERATING PROFIT/(LOSS) | 8 | ( |
) |
| Income from shares in group undertakings |
| Interest receivable and similar income | 10 |
| 168,949 | 3,411,715 |
| 4,436,616 | (148,390 | ) |
| Amounts written off investments | 11 | - | 3,399,515 |
| 4,436,616 | (3,547,905 | ) |
| Interest payable and similar expenses | 12 |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
| Tax on profit/(loss) | 13 | ( |
) |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR |
( |
) |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STATEMENT OF FINANCIAL POSITION |
| 31 MARCH 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 15 |
| Tangible assets | 16 |
| Investments | 17 |
| CURRENT ASSETS |
| Debtors | 18 |
| Cash at bank and in hand | 19 |
| CREDITORS |
| Amounts falling due within one year | 20 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
21 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 25 |
| Retained earnings | 26 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 April 2022 |
| Changes in equity |
| Deficit for the year | - | (3,754,090 | ) | (3,754,090 | ) |
| Total comprehensive loss | - | ( |
) | ( |
) |
| Dividends | - | ( |
) | ( |
) |
| Balance at 31 March 2023 |
| Changes in equity |
| Profit for the year | - | 4,078,006 | 4,078,006 |
| Total comprehensive income | - |
| Dividends | - | ( |
) | ( |
) |
| Balance at 31 March 2024 |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 1. | STATUTORY INFORMATION |
| DPSK Limited is a |
| The functional and presentation currency of the financial statements is the Pound Sterling (£). |
| Amounts in these financial statements are rounded to the nearest Pound Sterling (£). |
| The financial statements contain information about DPSK Limited as an individual Company. DPSK is a subsidiary of GDSK Limited, a Company registered in England and Wales. |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The directors have considered the cashflow requirements of the Company for a period of at least twelve (12) months from the date of approval of these financial statements and are satisfied that sufficient financial resources will continue to be made available and that the Company will be able to meet its debts and fund its growth as they fall due. |
| Historically, the Company has been highly cash generative and has been able to self-fund its growth plans. The company's financial forecasts do not highlight any requirement for additional capital. Indeed, additional cashflows could be generated in the short term by ceasing the new restaurant opening programme if so required. |
| Accordingly, these financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the Company. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The Company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| - the requirements of section 7 Statement of Cash Flows; AND |
| - the requirements of section 11 Basic Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c). |
| Related party exemption |
| The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group. |
| Summary of significant accounting policies |
| The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Preparation of consolidated financial statements |
| The financial statements contain information about DPSK Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, GDSK Limited, Fortune House, Eversley Way, Egham, Surrey, TW20 8RY. |
| Significant judgements and estimates |
| In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively. |
| Useful life of tangible fixed assets |
| The directors' have made key assumptions regarding the expected useful life of tangible fixed assets, these being depreciated at the rates documented in the accounting policies. The expected useful life for each asset class has been determined by the director's expectation for the store operating life and their experience of the industry. Stores are regularly maintained with store refits occurring when necessary to decrease ongoing maintenance costs and to refresh the store. |
| Store development costs |
| As the Company undertakes further growth of the sites it operates, professional costs are incurred. These costs where applicable to a new store opening are capitalised under leasehold improvements, otherwise they are treated as abortive legal costs in the Statement of Comprehensive Income. The directors review any unassigned costs and make an assessment based on the information available concerning the stage of development. |
| Leasing commitments |
| Key assumptions have also been made in respect of the calculation of leasing agreements. The commitment disclosed in the notes has been calculated to the earliest break point in the agreement. |
| Impairment of non-financial assets |
| The directors' have made key assumptions to determine whether there are any indicators of impairment of the Company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the assets. |
| For the Company to assess if the carrying amount exceeds the recoverable amount, an impairment review to calculate the value in use has been performed. The value in use review has been undertaken by calculating the present value of the future cash flows expected to be derived from the assets. The calculations of the returns expected alongside any known capital investment and working capital requirements for the Company has been prepared using forecasted revenue data from the management team. Due to the inherent sensitivity involved in making these calculations, the actual results may differ. |
| The directors' have made key assumptions to determine whether there are any indicators of impairment of the amounts due from Group undertakings. Factors taken into consideration in reaching such a decision include a review of the net assets and cash position of each Company and also making appropriate enquiry of the directors of that entity. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover is recognised when the amount of revenue can be measured reliably, when it is probable that future economic benefits will flow to the entity and when specific criteria have been met. |
| Turnover represents amounts receivable for the provision of the Company's principal activity wholly undertaken in the United Kingdom. |
| Sale of goods |
| Revenue from sales to the service operator is recognised on delivery to the store. |
| Sale of services |
| Revenue arising for store services is recognised over the period the service relates to. |
| Royalties |
| Royalty income is based on store sales made by the service operator, these are recognised as the income is earned. |
| Goodwill |
| Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business in 2014 and further acquisitions in 2015, 2016, 2017 and 2022. |
| Goodwill recognised at acquisition is measured at cost less accumulated amortisation and accumulated impairments losses. |
| Goodwill is being amortised over the directors' estimate of its useful life of 10 years on a straight-line basis since acquisition. The directors considered that the goodwill should be amortised over the minimum franchise license period. This being a 10 year license period but is expected to be renewed for the franchised stores. |
| Goodwill amortisation is included in administrative expenses in the Statement of Comprehensive Income. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Franchise fees are being amortised evenly over their estimate useful life of 10 years. |
| Intangible asset amortisation is included in administrative expenses in the Statement of Comprehensive Income. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation and any impairment losses. Depreciation of a tangible fixed assets begins when it is in the location and condition necessary available for the use intended. |
| Tangible fixed asset depreciation is included in administrative expenses in the Statement of Comprehensive Income. |
| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. |
| Leasehold improvements | - | 10% on reducing balance |
| Plant and machinery | - | 25% on reducing balance |
| Motor vehicles | - | 25% on reducing balance |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Financial instruments |
| The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
| Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Pension costs and other post-retirement benefits |
| The Company operates a defined contribution pension scheme. Company contributions payable to the Company's pension scheme are charged to the statement of comprehensive income in the period to which they relate. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Leasing commitments and lease premiums |
| Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease. |
| Lease premiums incurred are carried forward and released to the Statement of Comprehensive Income on a straight line basis over the term of lease. |
| Impairment of non-financial assets |
| At each reporting date, non-financial assets not carried at fair value, like intangible assets and plant, property and equipment, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any asset or group of related assets, which is the higher of value in use and the fair value less cost to sell, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised in the Statement of Comprehensive Income. |
| If an impairment loss is subsequently reversed, the carrying amount of the asset or group of related assets is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset or group of related assets in prior periods. A reversal of an impairment loss is recognised immediately in the Statement of Comprehensive Income. |
| Dividends |
| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable. |
| Provisions |
| Provisions are recognised when the company has a legal or constructive obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle the obligation and the amount of the obligation can be reliably estimated. |
| Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
| 4. | TURNOVER |
| The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the Company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| The turnover and profit before taxation are attributable to the principal activity wholly undertaken in the United Kingdom. |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 5. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Rents received |
| Management charge |
| 674,458 | 878,407 |
| 6. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Directors | 2 | 2 |
| Operational | 523 | 384 |
| 7. | DIRECTORS' EMOLUMENTS |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc |
| 8. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| Profit on disposal of fixed assets | ( |
) |
| Goodwill amortisation |
| Franchise fees amortisation |
| Operating lease rentals - land & buildings |
| Other operating leases |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 9. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
49,500 |
44,250 |
| 10. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £ | £ |
| Deposit account interest |
| Interest receivable from group |
| companies |
| 11. | AMOUNTS WRITTEN OFF INVESTMENTS |
| 2024 | 2023 |
| £ | £ |
| Subsidiary undertakings | - | 3,399,515 |
| Within the comparative period the balance written off from Investments concerns the subsidiary KDL Pizzas Limited. Upon acquisition the Company's trade and assets were hived up to DPSK Limited. The net intercompany balance between the parent and subsidiary was reduced by a dividend of £3,399,715 which is represented in these financial statements as "Income from shares in group undertakings". |
| Following the hive up of trade and assets, the investment was subsequently impaired to its recoverable amount. |
| 12. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Other interest payable |
| Loan interest |
| 13. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| UK corporation tax-prior year | - | (77,687 | ) |
| Tax on profit/(loss) | ( |
) |
| UK corporation tax has been charged at 25% (2023 - 19%). |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 13. | TAXATION - continued |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before tax | ( |
) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Amortisation of Goodwill | 1,288,381 | 979,170 |
| Remediation relief | (40,943 | ) | (12,405 | ) |
| Structural buildings allowance | (26,623 | ) | (13,299 | ) |
| Timing of accruals tax treatment | - | 32,243 |
| Adjustment of capital expenditure | (50,617 | ) | (34,946 | ) |
| Losses utilised | (850,448 | ) | - |
| Losses carried forward | - | 226,374 |
| Total tax charge/(credit) | 305,520 | (77,687 | ) |
| The Company has tax losses of approximately £nil (2023: £3.4m) to carry forward subject to the approval of HMRC. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Due to uncertainty concerning the recoverability of the tax losses carried forward, no deferred tax asset has been recognised. |
| 14. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Ordinary shares of £1 each |
| Interim |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 15. | INTANGIBLE FIXED ASSETS |
| Franchise |
| Goodwill | fees | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2023 |
| and 31 March 2024 |
| AMORTISATION |
| At 1 April 2023 |
| Amortisation for year |
| At 31 March 2024 |
| NET BOOK VALUE |
| At 31 March 2024 |
| At 31 March 2023 |
| 16. | TANGIBLE FIXED ASSETS |
| Leasehold | Plant and | Motor |
| improvements | machinery | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 April 2023 |
| Additions |
| At 31 March 2024 |
| DEPRECIATION |
| At 1 April 2023 |
| Charge for year |
| At 31 March 2024 |
| NET BOOK VALUE |
| At 31 March 2024 |
| At 31 March 2023 |
| 17. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 April 2023 |
| and 31 March 2024 |
| NET BOOK VALUE |
| At 31 March 2024 |
| At 31 March 2023 |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 17. | FIXED ASSET INVESTMENTS - continued |
| The Company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: Fortune House, Crabtree Office Village, Eversley Way, Egham, TW20 8RY |
| Nature of business: |
| % |
| Class of shares: | holding |
| On 16 March 2022 DPSK Limited acquired the entire share capital of KDL Pizzas Limited. The trade and net assets of the company were subsequently hived up into DPSK Limited. |
| 18. | DEBTORS |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Amounts owed by related parties | 7,783,545 | 2,456,460 |
| Other debtors |
| Directors' current accounts | - | 168,234 |
| Tax |
| Prepayments |
| Amounts falling due after more than one year: |
| Prepayments | 1,898,902 | 817,256 |
| Aggregate amounts |
| 19. | CASH AT BANK AND IN HAND |
| 2024 | 2023 |
| £ | £ |
| Bank account | 9,802,812 | 7,885,962 |
| Cash in hand |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 20. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Other loans (see note 22) |
| Trade creditors |
| Amounts owed to group undertakings |
| Amounts owed to related parties | 1,651,071 | 9,080,197 |
| Social security and other taxes |
| Wages control | 1,460,109 | - |
| VAT | 2,037,656 | 463,726 |
| Other creditors |
| Accrued expenses |
| 21. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Other loans (see note 22) |
| Other creditors - 2-5 years |
| Other creditors - >5 years | 668,591 | 161,636 |
| 22. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Other loans |
| Amounts falling due between one and two years: |
| Other loans - 1-2 years | - |
| Other loans bear interest at 8% above the bank of England base rate, and are repayable in full, 10 years from the date of the advance. The repayment date being September 2024. Amounts due as other loans are payable to related parties as detailed within note 31. |
| Other loans are unsecured. |
| 23. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 24. | SECURED DEBTS |
| A debenture dated 27 June 2018 was held by Lloyds Bank PLC. The security includes a fixed and floating charge over all freehold, leasehold or immovable property of the Company. |
| 25. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 5,000,000 | 5,000,000 |
| Each share is entitled to one vote in any circumstance. Each share has equal rights to dividends and each share is entitled to participate in a distribution arising from a wind up of the company. |
| 26. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 April 2023 |
| Profit for the year |
| Dividends | ( |
) |
| At 31 March 2024 |
| Called up share capital - represents the nominal value of shares that have been issued. |
| Retained earnings - includes all current retained profits and losses. |
| 27. | PENSION COMMITMENTS |
| The Company operates a defined contribution pension scheme. The assets of the scheme are held separate from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. Contributions payable to the fund at the year end by the Company and included in other creditors are £116,510 (2023: £37,324). |
| 2024 | 2023 |
| £ | £ |
| Contributions payable by the Company for the year | 248,713 | 229,414 |
| 28. | ULTIMATE PARENT COMPANY |
| GDSK Limited is regarded by the directors as being the Company's ultimate parent company. |
| A Company registered in England and Wales. The registered office is Beckwith Barn, Warren Estate, Lordship Road, Writtle, Essex, CM1 3WT. |
| A copy of the consolidated financial statements is available from Companies House. |
| 29. | OTHER FINANCIAL COMMITMENTS |
| At the balance sheet date, the Company had in place commercial indemnity and trade guarantees in total of £4,735,987 (2023: £5,457,787). |
| DPSK LIMITED (REGISTERED NUMBER: 08966461) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2024 |
| 30. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| Included within other debtors at the balance sheet date is an amount of £nil (2023: £168,234) due from the directors of the Company. |
| 31. | RELATED PARTY DISCLOSURES |
| Companies with common directors |
| 2024 | 2023 |
| £ | £ |
| Sales to a related party | 188,131,737 | 165,000,732 |
| Management charge to a related party | 617,758 | 805,682 |
| Amounts recharged to a related party | 672,663 | 783,445 |
| Amounts owed to related parties | (1,621,071 | ) | (9,080,197 | ) |
| Amounts owed by related parties | 3,783,545 | 2,456,460 |
| The amounts shown above concern transactions with other companies in which Mr S Kandola and Mr G Dhaliwal are directors with a controlling interest. |
| Spinnaker Investment Management Limited |
| 2024 | 2023 |
| £ | £ |
| Rent charged by a related party | 100,000 | 100,000 |
| Loans owed to related party | (179 | ) | (179 | ) |
| Amount owed to related party | (30,000 | ) | (30,000 | ) |
| Total amount owed to related party | (30,179 | ) | (30,179 | ) |
| The company rents property from Spinnaker Investment Management Limited, a company in which S Kandola is a director. |
| Wentworth Investment Management Limited |
| 2024 | 2023 |
| £ | £ |
| Loans owed to related party | (148,935 | ) | (148,935 | ) |
| The balance due is payable under a loan finance arrangement. Wentworth Investment Management Limited is a company in which G Dhaliwal is a director. |
| Other related parties |
| During the year DPSK Limited paid an amount of £4,000,000 on behalf of various related party companies in which Mr S Kandola and Mr G Dhaliwal are directors with a controlling interest. |
| At the balance sheet date an amount of £4,000,000 is included within amounts owed by related parties. |
| 32. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is |