Registration number:
for the Year Ended
Dezac Group Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Dezac Group Holdings Limited
Company Information
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Directors |
D B L Mills M B Mills |
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Company secretary |
D B L Mills |
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Registered office |
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Solicitors |
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Bankers |
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Auditors |
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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
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:
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
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:
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• |
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:
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• |
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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Dezac Group Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 30 September 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Profit before tax |
|
|
|
|
Taxation |
( |
|
|
|
Profit for the financial year |
|
|
|
|
Profit attributable to: |
|||
|
Owners of the company |
|
|
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
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Note |
2024 |
2023 |
|
|
Fixed assets |
|||
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Tangible assets |
|
|
|
|
Current assets |
|||
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Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
|
|
|
|
Equity attributable to owners of the company |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
Company secretary and director
Dezac Group Holdings Limited
(Registration number: 03847002)
Balance Sheet as at 30 September 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
475 |
475 |
|
|
Capital redemption reserve |
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
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 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
At 30 September 2024 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 29 September 2022 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
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 |
|
|
- |
|
|
At 30 September 2024 |
|
|
- |
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 29 September 2022 |
|
|
- |
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
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 |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
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Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
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||
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Working capital adjustments |
|||
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Decrease in stocks |
|
|
|
|
(Increase)/decrease in trade and other receivables |
( |
|
|
|
Decrease in trade and other payables |
( |
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of other borrowing |
- |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
- |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 October |
1,293,332 |
934,171 |
|
|
Cash and cash equivalents at 30 September |
1,621,423 |
1,293,332 |
|
Dezac Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
|
General information |
The group is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
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
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
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
|
Revenue |
The analysis of the group's revenue for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
- |
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Sub lease rental income |
|
|
|
VAT refund due |
250,004 |
- |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting):
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Auditor's remuneration |
|
|
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
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 |
2023 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Sales |
|
|
|
|
|
Company
The company had no employees and therefore incurred no staff costs.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Interest payable and similar charges |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Other interest payable |
|
- |
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
- |
|
UK corporation tax adjustment to prior periods |
- |
( |
|
183,552 |
(27,293) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
|
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
(3,515) |
1,828 |
|
Total deferred taxation |
( |
|
|
Tax expense/(receipt) in the profit and loss account |
|
( |
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
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
- |
|
Deferred tax expense relating to changes in tax rates or laws |
- |
|
|
Deferred tax (credit)/expense from unrecognised temporary difference from a prior period |
( |
|
|
Decrease in UK current tax from adjustment for prior periods |
- |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
- |
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
- |
|
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
|
Fixed asset timing differences |
|
|
Short term timing differences |
|
|
|
|
2023 |
Asset |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
Dezac Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
|
Tangible assets |
Group
|
Short term leasehold property |
Fixtures and fittings |
Motor vehicles |
Plant and machinery |
Total |
|
|
Cost |
|||||
|
At 1 October 2023 |
|
|
|
|
|
|
Additions |
- |
|
- |
|
|
|
Disposals |
- |
- |
- |
( |
( |
|
At 30 September 2024 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 October 2023 |
|
|
|
|
|
|
Charge for the period |
- |
|
|
|
|
|
Eliminated on disposal |
- |
- |
- |
( |
( |
|
At 30 September 2024 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 30 September 2024 |
- |
|
- |
|
|
|
At 30 September 2023 |
- |
|
|
|
|
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.
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 30 September 2023 and 30 September 2024 |
|
|
Carrying amount |
|
|
At 30 September 2023 and 30 September 2024 |
|
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 |
||||
|
|
Dezac House
|
|
|
|
|
|
Dezac House
|
|
|
|
|
|
Dezac House
|
|
|
|
|
|
Dezac House
|
|
|
|
|
Subsidiary undertakings |
|
The Dezac Group Limited The principal activity of The Dezac Group Limited is |
|
Dezac Limited* The principal activity of Dezac Limited* is |
|
Rio Health and Beauty Limited* The principal activity of Rio Health and Beauty Limited* is |
|
Salon Essentials Limited* The principal activity of Salon Essentials Limited* is |
* Denotes shares held by The Dezac Group Limited.
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Parts, components and finished goods |
|
|
- |
- |
Dezac Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Directors' current accounts |
|
|
- |
- |
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
- |
- |
|
|
Deferred tax assets |
|
|
- |
- |
|
|
2,196,274 |
1,827,034 |
25 |
25 |
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
- |
- |
|
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 |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax liability |
|
- |
- |
- |
|
|
|
|
- |
- |
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
Dezac Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
|
Loans and borrowings |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Current loans and borrowings |
||||
|
Hire purchase and finance lease liability |
|
|
- |
- |
|
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
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
250 |
|
250 |
|
|
|
200 |
|
200 |
|
|
|
25 |
|
25 |
|
|
|
|
|
|
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.
|
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.
|
Dividends |
|
2024 |
2023 |
|
|
Dividends paid |
- |
300,000 |
Dezac Group Holdings Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
|
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 |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
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 - £
|
Related party transactions |
Group
Summary of transactions with key management
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
|
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).
|
Parent and ultimate parent undertaking |
The ultimate controlling party is D B L Mills.