| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 30 September 2024 |
| for |
| D.C.I. Holdings Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 30 September 2024 |
| for |
| D.C.I. Holdings Limited |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Contents of the Financial Statements |
| for the Year Ended 30 September 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Statement of Comprehensive Income | 7 |
| Balance Sheet | 8 |
| Statement of Changes in Equity | 9 |
| Cash Flow Statement | 10 |
| Notes to the Cash Flow Statement | 11 |
| Notes to the Financial Statements | 12 |
| D.C.I. Holdings Limited |
| Company Information |
| for the Year Ended 30 September 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Floor 4 |
| Llanthony Warehouse |
| The Docks |
| Gloucester |
| Gloucestershire |
| GL1 2EH |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Strategic Report |
| for the Year Ended 30 September 2024 |
| The directors present their strategic report for the year ended 30 September 2024. |
| REVIEW OF BUSINESS |
| We are pleased to present the annual report of D.C.I Holdings Limited for the year ended 30 September 2024. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group had no financial instruments at the year end other than the bank loans and cash, and financial instruments such as debtors and creditors that arise directly from its operations. |
| The group is exposed to a variety of financial risks which result from its operating activities. The board is responsible for coordinating the group's risk management and focuses on securing the group's short to medium term cash flows. |
| ON BEHALF OF THE BOARD: |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Report of the Directors |
| for the Year Ended 30 September 2024 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2024. |
| DIVIDENDS |
| An interim dividend of £628.546 per share was paid on 30 September 2024. |
| The total distribution of dividends for the year ended 30 September 2024 was £698,315. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Griffiths Marshall, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| D.C.I. Holdings Limited |
| Opinion |
| We have audited the financial statements of D.C.I. Holdings Limited (the 'company') for the year ended 30 September 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 company's affairs as at 30 September 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| D.C.I. Holdings Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Extent to which our procedures are 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 and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud. |
| We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud. |
| In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included: |
| - | Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; |
| - | Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| - | Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. |
| Report of the Independent Auditors to the Members of |
| D.C.I. Holdings Limited |
| Our Audit procedures were designed to respond to risks of a material misstatement in the financial statements, recognising that the risk of not detecting a material mistatement due to fraud is higher than risk of not detecting one resulting from error, as fraud involves deliberate concealment by, for example, forgery, misrepresentations or through collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Floor 4 |
| Llanthony Warehouse |
| The Docks |
| Gloucester |
| Gloucestershire |
| GL1 2EH |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Statement of Comprehensive Income |
| for the Year Ended 30 September 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ |
| TURNOVER |
| OPERATING PROFIT |
| Income from shares in group undertakings |
| PROFIT BEFORE TAXATION |
| Tax on profit | 4 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Balance Sheet |
| 30 September 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Investments | 6 |
| CURRENT ASSETS |
| Debtors | 7 |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Share premium | 10 |
| Retained earnings | 10 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Statement of Changes in Equity |
| for the Year Ended 30 September 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 October 2022 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 30 September 2023 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 30 September 2024 |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Cash Flow Statement |
| for the Year Ended 30 September 2024 |
| 30.9.24 | 30.9.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Cash flows from investing activities |
| Dividends received |
| Net cash from investing activities |
| Cash flows from financing activities |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase in cash and cash equivalents |
| Cash and cash equivalents at beginning of year |
- |
| Cash and cash equivalents at end of year |
- |
- |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Cash Flow Statement |
| for the Year Ended 30 September 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Profit before taxation |
| Finance income | (698,315 | ) | (456,716 | ) |
| Cash generated from operations |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Financial Statements |
| for the Year Ended 30 September 2024 |
| 1. | STATUTORY INFORMATION |
| D.C.I. Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting |
| Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the |
| Companies Act 2006. |
| The financial statements are prepared in sterling, which is the functional currency of the company. |
| Monetary amounts in these financial statements are rounded to the nearest £. |
| The financial statements have been prepared on the historical cost convention. The principal |
| accounting policies adopted are set out below. |
| Significant judgements and estimates |
| In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects |
| both current and future periods. |
| The main accounting estimates are: |
| - Useful economic life of tangible fixed assets |
| - Accruals and prepayments |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Financial Statements - continued |
| for the Year Ended 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
| Impairment of financial assets |
| Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. |
| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Derecognition of financial assets |
| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Financial Statements - continued |
| for the Year Ended 30 September 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest rate method. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Going concern |
| At the time of approving the financial statements, the director has a reasonable expectation that the |
| company has adequate resources to continue in operational existence for the foreseeable future. |
| Thus the director continues to adopt the going concern basis of accounting in preparing the financial |
| statements. |
| Equity instruments |
| Equity instruments issued by the company are recorded at the proceeds received, net of transaction |
| costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at |
| the discretion of the company. |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Financial Statements - continued |
| for the Year Ended 30 September 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| The average number of employees during the year was as follows: |
| 30.9.24 | 30.9.23 |
| Directors |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Directors' remuneration |
| 4. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the year ended 30 September 2023. |
| 5. | DIVIDENDS |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Ordinary Shares shares of 1 each |
| Interim |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertaking |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| The company's investments at the Balance Sheet date in the share capital of companies include the |
| following: |
| DCI Refrigeration & Electrical Limited |
| Warrior Business Centre, Fitzherbert Road, Portsmouth, Hampshire, PO6 1TX |
| % |
| Class of shares: holding |
| Ordinary 1000.00 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Amounts owed by group undertakings |
| D.C.I. Holdings Limited (Registered number: 04991966) |
| Notes to the Financial Statements - continued |
| for the Year Ended 30 September 2024 |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.9.24 | 30.9.23 |
| £ | £ |
| Other creditors |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.9.24 | 30.9.23 |
| value: | £ | £ |
| Ordinary Shares | 1 | 1,111 | 1,111 |
| 10. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 October 2023 | 9,989 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 30 September 2024 | 9,989 |
| 11. | RELATED PARTY DISCLOSURES |
| The company has taken the exemption permitted by Financial Reporting Standard 102 section 33 not to disclose any related party transactions with any companies in the group headed by DCI Refrigeration & Electrical 2018 Limited, on the basis they are wholly owned group and consolidated accounts are publicly available. |
| 12. | PARENT COMPANY |
| The ultimate parent company is DCI Refrigeration & Electrical 2018 Limited and its registered office is |
| Warrior Business Centre, Fitzherbert Road, Portsmouth, PO6 1TX. |