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Registration number: 03847002

Dezac Group Holdings Limited

Consolidated Financial Statements

for the Year Ended 30 September 2024

 

Dezac Group Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 27

 

Dezac Group Holdings Limited

Company Information

Directors

D B L Mills

M B Mills

Company secretary

D B L Mills

Registered office

Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

Solicitors

Harrison Clark Rickerbys Limited
Ellenborough House
Wellington Street
Cheltenham
Gloucestershire
GL50 1YD

Bankers

Barclays plc
PO Box 119
Park House
Newbrick Road
Stoke Gifford
Bristol
BS34 8TN

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Dezac Group Holdings Limited

Strategic Report for the Year Ended 30 September 2024

The directors present their strategic report for the year ended 30 September 2024.

Principal activity

The principal activity of the group is that of the distribution of a range of health, beauty and fitness products. This activity is carried out through The Dezac Group Limited. The company's principal activity continues to be that of a non trading holding company.

Fair review of the business

The Dezac Group Limited is a UK based Brand House with a distribution network covering the UK retail sector along with both European and worldwide sales, combined with UK manufacturing & warehousing. There were no significant changes in the group’s activities in the year under review. The directors do not anticipate any significant changes in the group’s activities in the next year.

Turnover increased from £6,094,588 in 2023 to £6,116,864 in 2024, an increase of 0.37%%. Profit before tax increased from £2,051 in 2023 to £715,588 in 2024. The results for the year are considered to be positive, especially when considering the macroeconmic factors affecting the business.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2024

2023

Turnover

£

6,116,865

6,094,588

Gross profit

%

34

27

Profit before tax

£

715,588

2,051

Net assets

£

4,696,213

4,156,510

Principal risks and uncertainties

The principal risks and uncertainties affecting the business are:

a) the possibility of major competitors entering the market for the group’s products,
b) the need to constantly introduce new products as existing lines reach the end of their product life cycle,
c) general economic conditions affecting discretionary spend of consumers.

In developing its strategy and plans, the directors take account of the need to minimise the impact of risk associated with the group’s business.

The group protects against the likelihood of competitors entering its market by, where possible, applying for and maintaining intellectual property rights and defending those rights against possible infringement.

Inventory obsolescence is monitored regularly, and a strict write-down policy is enforced to ensure carrying value is not overstated.

Approved by the Board on 20 June 2025 and signed on its behalf by:


D B L Mills
Company secretary and director

 

Dezac Group Holdings Limited

Directors' Report for the Year Ended 30 September 2024

The directors present their report and the for the year ended 30 September 2024.

Directors of the company

The directors who held office during the year were as follows:

D B L Mills - Company secretary and director

M B Mills

Financial Instruments

The group's financial instruments comprise borrowings, cash and liquid resources, and various other items such as trade debtors, trade creditors, etc that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages these through credit control procedures. The nature of these financial instruments means they are not subject to price risk or liquidity risk.

The group's environment and risks are dealt with elsewhere in the Strategic Report. The directors believe the company is well placed to manage its risks.

Future developments

The directors expect the results for the year ending 30 September 2025 to be consistent with those achieved during the year ended 30 September 2024.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 20 June 2025 and signed on its behalf by:


D B L Mills
Company secretary and director

 

Dezac Group Holdings Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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; and

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

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

 

Dezac Group Holdings Limited

Independent Auditor's Report to the Members of Dezac Group Holdings Limited

Opinion

We have audited the financial statements of Dezac Group Holdings Limited (the 'parent group') and its subsidiaries (the 'group') for the year ended 30 September 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent group's affairs as at 30 September 2024 and of the group's 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.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

 

Dezac Group Holdings Limited

Independent Auditor's Report to the Members of Dezac Group Holdings Limited

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where 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; or

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent group 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:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

 

Dezac Group Holdings Limited

Independent Auditor's Report to the Members of Dezac Group Holdings Limited

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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





Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

20 June 2025

 

Dezac Group Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 30 September 2024

Note

2024
£

2023
£

Turnover

3

6,116,865

6,094,588

Cost of sales

 

(3,877,368)

(4,288,028)

Gross profit

 

2,239,497

1,806,560

Administrative expenses

 

(1,787,290)

(1,827,077)

Other operating income

4

266,628

28,491

Operating profit

5

718,835

7,974

Interest payable and similar charges

8

(3,247)

(5,923)

Profit before tax

 

715,588

2,051

Taxation

9

(175,885)

21,991

Profit for the financial year

 

539,703

24,042

Profit attributable to:

 

Owners of the company

 

539,703

24,042

The above results were derived from continuing operations.

The group has no other comprehensive income for the year.

 

Dezac Group Holdings Limited

(Registration number: 03847002)
Consolidated Balance Sheet as at 30 September 2024

Note

2024
 £

2023
 £

Fixed assets

 

Tangible assets

10

80,045

118,649

Current assets

 

Stocks

12

1,938,478

1,945,751

Debtors

13

2,196,274

1,827,034

Cash at bank and in hand

14

1,621,423

1,293,332

 

5,756,175

5,066,117

Creditors: Amounts falling due within one year

16

(1,130,019)

(1,005,705)

Net current assets

 

4,626,156

4,060,412

Total assets less current liabilities

 

4,706,201

4,179,061

Creditors: Amounts falling due after more than one year

16

(9,988)

(22,551)

Net assets

 

4,696,213

4,156,510

Capital and reserves

 

Called up share capital

18, 19

475

475

Capital redemption reserve

19

100

100

Profit and loss account

19

4,695,638

4,155,935

Equity attributable to owners of the company

 

4,696,213

4,156,510

Total equity

 

4,696,213

4,156,510

Approved and authorised by the Board on 20 June 2025 and signed on its behalf by:
 

D B L Mills
Company secretary and director

 

Dezac Group Holdings Limited

(Registration number: 03847002)
Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

11

550

550

Current assets

 

Debtors

13

25

25

Net assets

 

575

575

Capital and reserves

 

Called up share capital

18

475

475

Capital redemption reserve

19

100

100

Total equity

 

575

575

The company made a loss after tax for the financial year of £Nil (2023 - profit of £300,000).

Approved and authorised by the Board on 20 June 2025 and signed on its behalf by:
 

D B L Mills
Company secretary and director

 

Dezac Group Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 September 2024
Equity attributable to the parent company

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 October 2023

475

100

4,155,935

4,156,510

Profit for the year

-

-

539,703

539,703

At 30 September 2024

475

100

4,695,638

4,696,213

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 29 September 2022

475

100

4,431,893

4,432,468

Profit for the year

-

-

24,042

24,042

Dividends

-

-

(300,000)

(300,000)

At 30 September 2023

475

100

4,155,935

4,156,510

 

Dezac Group Holdings Limited

Statement of Changes in Equity for the Year Ended 30 September 2024

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 October 2023

475

100

-

575

At 30 September 2024

475

100

-

575

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 29 September 2022

475

100

-

575

Profit for the year

-

-

300,000

300,000

Dividends

-

-

(300,000)

(300,000)

At 30 September 2023

475

100

-

575

 

Dezac Group Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 30 September 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

539,703

24,042

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

51,494

48,047

Finance costs

8

3,247

5,923

Income tax expense

9

175,885

(21,991)

 

770,329

56,021

Working capital adjustments

 

Decrease in stocks

 

7,273

286,976

(Increase)/decrease in trade and other receivables

 

(361,573)

850,589

Decrease in trade and other payables

 

(54,089)

(246,667)

Cash generated from operations

 

361,940

946,919

Income taxes paid

 

(5,878)

(82,573)

Net cash flow from operating activities

 

356,062

864,346

Cash flows from investing activities

 

Acquisitions of tangible assets

(12,890)

(47,428)

Net cash flows from investing activities

 

(12,890)

(47,428)

Cash flows from financing activities

 

Interest paid

 

(3,247)

(5,923)

Repayment of other borrowing

 

-

(140,000)

Payments to finance lease creditors

 

(11,834)

(11,834)

Dividends paid

-

(300,000)

Net cash flows from financing activities

 

(15,081)

(457,757)

Net increase in cash and cash equivalents

 

328,091

359,161

Cash and cash equivalents at 1 October

14

1,293,332

934,171

Cash and cash equivalents at 30 September

14

1,621,423

1,293,332

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

1

General information

The group is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is £, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest £.

Summary of disclosure exemptions

Dezac Group Holdings Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of disclosure exemptions available to it in respect of its separate financial statements. Exemptions have been taken in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 September 2024.

No profit and loss account is presented for the company as permitted by section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the profit and loss account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the Group's forecasts and projections, the directors have a reasonable expectation that the Group has adequete resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going conern basis in preparing its financial statements.

Reclassification of comparative amounts

During the year management identified that discounts given to customers had been incorrectly included in cost of sales. These have been reallocated to be correctly show within turnover, accordingly management have restated the comparative amounts by restating cost of sales from £4,879,953 to £4,288,028 and turnover from £6,686,513 to £6,094,588.


Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 those 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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Judgements

These financial statements do not contain any significant judgements.


Key sources of estimation uncertainty

Slow moving stock provision
Determining the value to be recorded in respect of the slow moving stock provision requires an estimate of the future use of stock. A provision is included on all stock items where the previous six months usage is less than the value in stock. The carrying value of the provision is £220,000 (2023 - £250,00).

Goods returned provision
Determining the value to be included in the financial statements requires an estimation of the value of future returns. The directors have based their estimates on historical returns percentages applied to pre year end sales. This is compared to post year end returns received. The carrying value of the provision is £148,275 (2023 - £347,401).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

Turnover is recognised when its value can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred in relation to the transaction can be measured reliably.

The group consider that the risks and rewards of ownership pass when products are delivered or are collected by customers, and it is at this point that revenue is recognised.

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Short term leasehold property

Over the term of the lease

Fixtures and fittings

2 - 4 years straight line

Motor vehicles

4 years straight line

Plant and machinery

2 - 20 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Trade debtors

Trade debtors are amounts due from customers for goods sold in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method. Goods in transit are recognised at cargo loading, the point at which the insurable risk transfers to the group.

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

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term, unless there is reasonable certainty that ownership will pass in which case these assets are depreciated over their useful lives. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet, the corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2024
£

2023
£

Sale of goods

6,116,865

6,094,588

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

5,074,189

5,071,759

Europe

1,042,676

1,007,176

Rest of world

-

15,653

6,116,865

6,094,588

 

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2024
£

2023
£

Sub lease rental income

16,624

28,491

VAT refund due

250,004

-

266,628

28,491

 

5

Operating profit

Arrived at after charging/(crediting):

2024
£

2023
£

Depreciation expense

51,494

48,047

Foreign exchange losses/(gains)

20,382

(56,399)

Operating lease expense - property

160,595

256,294

Operating lease expense - plant and machinery

6,807

6,807

Auditor's remuneration

23,750

28,000

 

6

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

825,086

771,478

Social security costs

65,786

72,503

Pension costs, defined contribution scheme

17,285

16,728

908,157

860,709

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

The average number of persons employed by the group (including directors) during the year analysed by category was as follows:

2024
No.

2023
No.

Production

12

14

Administration and support

12

12

Sales

3

3

27

29

Company
The company had no employees and therefore incurred no staff costs.

 

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

100,540

5,810

 

8

Interest payable and similar charges

2024
£

2023
£

Interest on bank overdrafts and borrowings

2,419

5,923

Other interest payable

828

-

3,247

5,923

 

9

Taxation

Tax charged/(credited) in the profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

183,552

-

UK corporation tax adjustment to prior periods

-

(27,293)

183,552

(27,293)

Deferred taxation

Arising from origination and reversal of timing differences

(4,152)

3,474

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(3,515)

1,828

Total deferred taxation

(7,667)

5,302

Tax expense/(receipt) in the profit and loss account

175,885

(21,991)

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

715,588

2,051

Corporation tax at standard rate

178,897

390

Effect of expense not deductible in determining taxable profit (tax loss)

207

-

Deferred tax expense relating to changes in tax rates or laws

-

363

Deferred tax (credit)/expense from unrecognised temporary difference from a prior period

(3,515)

1,828

Decrease in UK current tax from adjustment for prior periods

-

(27,293)

Tax increase from effect of capital allowances and depreciation

296

-

Other tax effects for reconciliation between accounting profit and tax expense (income)

-

2,721

Total tax charge/(credit)

175,885

(21,991)

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Fixed asset timing differences

2,715

Short term timing differences

5,912

8,627

2023

Asset
£

Fixed asset timing differences

2,568

Short term timing differences

(1,608)

960

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

10

Tangible assets

Group

Short term leasehold property
£

Fixtures and fittings
£

Motor vehicles
 £

Plant and machinery
 £

Total
£

Cost

At 1 October 2023

484,891

123,278

120,832

156,845

885,846

Additions

-

6,984

-

5,906

12,890

Disposals

-

-

-

(37,663)

(37,663)

At 30 September 2024

484,891

130,262

120,832

125,088

861,073

Depreciation

At 1 October 2023

484,891

72,164

104,352

105,790

767,197

Charge for the period

-

23,662

16,480

11,352

51,494

Eliminated on disposal

-

-

-

(37,663)

(37,663)

At 30 September 2024

484,891

95,826

120,832

79,479

781,028

Carrying amount

At 30 September 2024

-

34,436

-

45,609

80,045

At 30 September 2023

-

51,114

16,480

51,055

118,649


Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes £16,480 (2022 - £32,959) in respect of assets held under finance leases and hire purchase contracts.

 

11

Investments

Company

2024
£

2023
£

Investments in subsidiaries

550

550

Subsidiaries

£

Cost

At 30 September 2023 and 30 September 2024

550

Carrying amount

At 30 September 2023 and 30 September 2024

550

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

The Dezac Group Limited

Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

Ordinary

100%

100%

Dezac Limited*

Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

Ordinary

100%

100%

Rio Health and Beauty Limited*

Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

Ordinary

100%

100%

Salon Essentials Limited*

Dezac House
Montpellier Street
Cheltenham
Gloucestershire
GL50 1SS

Ordinary

100%

100%

Subsidiary undertakings

The Dezac Group Limited

The principal activity of The Dezac Group Limited is the distribution of health, beauty and fitness products.

Dezac Limited*

The principal activity of Dezac Limited* is that of a dormant company.

Rio Health and Beauty Limited*

The principal activity of Rio Health and Beauty Limited* is that of a dormant company.

Salon Essentials Limited*

The principal activity of Salon Essentials Limited* is that of a dormant company.

* Denotes shares held by The Dezac Group Limited.

 

12

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Parts, components and finished goods

1,938,478

1,945,751

-

-

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

13

Debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

950,070

815,734

-

-

Directors' current accounts

23

178,282

201,595

-

-

Other debtors

 

900,207

723,095

25

25

Prepayments

 

159,088

85,650

-

-

Deferred tax assets

9

8,627

960

-

-

 

2,196,274

1,827,034

25

25

 

14

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

1,621,423

1,293,332

-

-

 

15

Analysis of net debt

At 1 October 2023

Cash flow

At 30 September 2024

£

£

£

Cash at bank and in hand

1,293,332

328,091

1,621,423

1,293,332

328,091

1,621,423

Hire purchase and finance lease liabilities

(35,729)

11,834

(23,895)

Net debt

1,257,603

339,925

1,597,528

 

16

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

17

13,907

13,178

-

-

Trade creditors

 

211,655

189,930

-

-

Social security and other taxes

 

15,097

243,019

-

-

Other creditors

 

31,568

54,107

-

-

Accrued expenses

 

680,118

505,471

-

-

Corporation tax liability

 

177,674

-

-

-

 

1,130,019

1,005,705

-

-

Due after one year

 

Loans and borrowings

17

9,988

22,551

-

-

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

17

Loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Current loans and borrowings

Hire purchase and finance lease liability

13,907

13,178

-

-

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Non-current loans and borrowings

Hire purchase and finance lease liability

9,988

22,551

-

-


Finance lease liabilities
Obligations under finance leases are secured over the related assets

 

18

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary 'A' shares of £1 each

250

250

250

250

Ordinary 'B' shares of £1 each

200

200

200

200

Ordinary 'C' shares of £1 each

25

25

25

25

 

475

475

475

475

The shares rank pari passu in all respects except that they carry independent rights to dividends and capital distributions.

On 21 October 2024, 100 £1 Ordinary B shares were redesignated to 100 £1 Ordinary D shares.

 

19

Reserves

Group and company

Share capital
Share capital represents the issued equity share capital of the company.

Capital redemption reserve
This represents the amounts transferred to this reserve to maintain the company's capital arising from a purchase of own shares.

Profit and loss account
Represents cumulative profits or losses, net of dividends paid and other adjustments.

 

20

Dividends

2024
£

2023
£

Dividends paid

-

300,000

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

21

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

14,253

14,253

Later than one year and not later than five years

14,252

28,505

28,505

42,758

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

166,268

167,402

Later than one year and not later than five years

642,380

647,485

Later than five years

93,680

254,275

902,328

1,069,162

The amount of non-cancellable operating lease payments recognised as an expense during the year was £167,402 (2023 - £263,102).

 

22

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £17,286 (2023 - £16,728).

 

23

Related party transactions

Group
 

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.

BW SIPP Trustees Limited
(the directors of the company are beneficiaries of this pension scheme)
During the year, rent of £165,000 (2023 - £165,00) was paid to BW SIPP Trustees Limited in respect of the Dezac House premises, which it owns. This transaction was made on a commercial arm's length basis. At the balance sheet date the amount due to BW SIPP Trustees Limited was £nil (2023 - £nil).

Transactions with directors
During the year there was a repayment of £23,313 (2023 - £nil) to the directors' loan accounts. At the balance sheet date, the amount due from the directors was £178,282 (2023 - £201,595). No interest was charged on the balance due from the directors in the current or prior year.

Directors
During the year, the directors of the company received dividends of £Nil (2023 - £300,000).

 

Dezac Group Holdings Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

24

Financial instruments

Group

Items of income, expense, gains or losses

2024

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

2,419

-

-

2023

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

5,923

-

-

The total interest expense for financial liabilities not measured at fair value through profit or loss is £2,419 (2023 - £5,923).

 

25

Parent and ultimate parent undertaking

The ultimate controlling party is D B L Mills.