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Registered number: 13606737










DPS (M&S) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
DPS (M&S) LIMITED
 
 
COMPANY INFORMATION


Directors
P Beaumont 
S Francis 
K Sands 
S Percival 
D Masters 




Registered number
13606737



Registered office
14th Floor
33 Cavendish Square

London

W1G 0PW




Independent auditors
Old Mill Audit Limited

Unit 2, Greenways Business Park

Bellinger Close

Chippenham

Wiltshire

England

SN15 1BN





 
DPS (M&S) LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Balance Sheet
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 23


 
DPS (M&S) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with the audited
financial statements for the year ended 30 September 2024 for DPS (M&S) Limited.

Business review
 
During the 2023-24 financial year, our strategic focus remained on three core initiatives. 
Continuing the clear alignment with the core channels of our customer, bricks and mortar and online. Strengthening the resilience of our global supply chains across all product areas. Ensuring we continuously drive efficiency initiatives through the supply chain for the benefit of both our suppliers and customers. 
The principal focus in the year of the Group was the task of enhancing supply chain resilience as a result of ongoing geopolitical and climate-related events.  A direct consequence of this ongoing activity was the expansion and diversification of our grower base and sourcing countries. Throughout the year, we maintained strong performance in our core operations and continued to invest in future growth thoughout our integrated supply chain. Additionally, working closely with our customers, we successfully transitioned to a more resilient model while maintaining a focus on efficiency.
These structural changes introduced new challenges, which our leadership team and wider group management has handled with exceptional professionalism. At the heart of our success are our people, whose hard work and commitment continue to be our most valuable asset. Their dedication and expertise have enabled the Company to thrive through a period of significant operational change and intricacy. Despite these pressures, we remain committed to our long-term strategy of global diversification and risk mitigation, aimed at continuing our market leading, sustainable, business model.
With resilience becoming a core business requirement, the cost of operations is expected to rise. This is due to inflation, supply disruptions, and the need for more expansive and therefore, potentially more expensive, sourcing and infrastructure solutions.
Resilience in our supply chain strategy resulted in the need to expand UK-based packing capacity. This has proven difficult due to the competitive market for warehousing and factory space. The group is actively seeking a solution in the form of a major UK packing hub; whilst continuing to invest in both operational capabilities and supporting IT systems and infrastructure.
Financially, the Company has once again delivered significant growth in turnover whilst maintaining a strong cash position. Our open, direct-to-grower supply model has performed strongly, providing unique insights for growers and delivering the target to ‘get closer to our growers’ for our core customers. This approach has supported market share gains and accelerated consolidation in certain fresh produce categories.
We continuously assess and mitigate risk across our markets through iterative planning and proactive management. The alignment of our values with those of our customers has been instrumental in navigating recent challenges. Demand for our services has continued to grow, even beyond the reporting period.
Our performance has exceeded the Board's expectations, and the Company remains in a strong financial position, with excellent support from shareholders and financial partners. Led by a dedicated and highly capable management team, we are confident in our current trajectory and optimistic about the Company’s future.

Page 1

 
DPS (M&S) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Principal risks and uncertainties
 
The directors consider the principal risk to the Company to be the impact on the supply chain due to climate
change.
The Company's financial instruments principally comprise trade debtors, cash at bank, trade creditors and
intercompany loan facilities, the main purpose of which is to finance the company's operations. In addition, the
Company has various other financial assets and liabilities arising directly from operations. It is, and has been
throughout the year under review, the Company's policy that no trading in financial instruments shall be
undertaken.
The main risks arising from the Company's financial instruments are liquidity, credit and foreign currency risk.
The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.

Liquidity risk
The Company manages its cash requirements to ensure the company has sufficient liquid resources to
meet the operating needs of the business.
Credit risk
All customers are subject to credit verification procedures by the Board. Debtors are reviewed on a regular basis and provisions are made for doubtful debts when necessary.
Foreign currency risk
The Company is exposed to exchange rate fluctuations particularly where goods are purchased in Euros and USD. This is largely managed through hedging via use of currency forward contracts.

Financial key performance indicators
 
The key performance indicators of the Company are turnover, gross profit, profit before tax and net
assets. A brief analysis of these is shown below:

2024
2023
        £
        £
Turnover

50,055,734

33,587,454
 
Gross profit

2,607,516

1,980,153
 
Profit before tax

1,016,719

597,186
 
Net assets

1,540,730

763,012
 


This report was approved by the board on 26 June 2025 and signed on its behalf.



P Beaumont
Director

Page 2

 
DPS (M&S) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Company is that of importer and wholesalers of fruit.

Results and dividends

The profit for the year, after taxation, amounted to £777,706 (2023 - £472,726).

The directors did not propose or pay a dividend in the current or prior year.
The directors have highlighted in the strategic report on pages 1 - 2, a review of the current year results, future
outlook expectations, risks and key performance indicators for the Company.

Directors

The directors who served during the year were:

P Beaumont 
David Price ( resigned 16 September 2024)
S Francis (appointed 22 April 2024) 
K Sands (appointed 22 April 2024) 

S Percival and D Masters were appointed after the year end, on 1 October 2024.

Page 3

 
DPS (M&S) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

During the year, the company appointed Old Mill Audit Limited as auditors, who will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 26 June 2025 and signed on its behalf.
 





P Beaumont
Director

Page 4

 
DPS (M&S) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DPS (M&S) LIMITED
 

Opinion


We have audited the financial statements of DPS (M&S) Limited (the 'Company') for the year ended 30 September 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 United Kingdom, including the Financial Reporting Council'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.


Page 5

 
DPS (M&S) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DPS (M&S) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
DPS (M&S) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DPS (M&S) LIMITED (CONTINUED)


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 an Auditors' 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.


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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, 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 or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. We recognised specific food safety standards, external customer accreditations, environmental, health and safety standards to be significant laws and regulations to adhere to. Our tests included: 
- Agreeing the financial statement disclosures to underlying supporting documentation.
- Enquiries of management and those charged with governance.
- Review of meeting minutes
There are inherent limitations in the audit procedures described above 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 would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
 


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 Auditors' Report.


Page 7

 
DPS (M&S) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DPS (M&S) LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Philip Mills MSc BA ACA 
Senior Statutory Auditor
for and on behalf of
Old Mill Audit Limited
Statutory Auditor
 
Unit 2, Greenways Business Park
Bellinger Close
Chippenham
Wiltshire
England
SN15 1BN

26 June 2025
Page 8

 
DPS (M&S) LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

  

Turnover
 4 
50,055,734
33,587,454

Cost of sales
  
(47,448,218)
(31,607,301)

Gross profit
  
2,607,516
1,980,153

Administrative expenses
  
(1,832,951)
(1,407,388)

Other operating income
 5 
114,742
-

Operating profit
 6 
889,307
572,765

Interest receivable and similar income
  
127,830
24,627

Interest payable and similar expenses
  
(418)
(206)

Profit before tax
  
1,016,719
597,186

Tax on profit
 9 
(239,013)
(124,460)

Profit for the financial year
  
777,706
472,726

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 23 form part of these financial statements.

Page 9

 
DPS (M&S) LIMITED
REGISTERED NUMBER: 13606737

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
23,494
27,155

  
23,494
27,155

Current assets
  

Stocks
 11 
660,248
501,039

Debtors: amounts falling due within one year
 12 
5,685,566
2,832,905

Cash at bank and in hand
 13 
3,822,029
4,125,374

  
10,167,843
7,459,318

Creditors: amounts falling due within one year
 14 
(8,650,607)
(6,723,461)

Net current assets
  
 
 
1,517,236
 
 
735,857

  

Net assets
  
1,540,730
763,012


Capital and reserves
  

Called up share capital 
 15 
112
100

Profit and loss account
 16 
1,540,618
762,912

  
1,540,730
763,012


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2025.


P Beaumont
Director

The notes on pages 12 to 23 form part of these financial statements.

Page 10

 
DPS (M&S) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2022
100
290,186
290,286


Comprehensive income for the year

Profit for the year
-
472,726
472,726



At 1 October 2023
100
762,912
763,012


Comprehensive income for the year

Profit for the year
-
777,706
777,706


Contributions by and distributions to owners

Shares issued during the year
12
-
12


At 30 September 2024
112
1,540,618
1,540,730


The notes on pages 12 to 23 form part of these financial statements.

Page 11

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

The Company is a private limited Company limited by shares, and is incorporated in England and Wales. The address of its registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW. The principal trading address is 57-63 Church Road, Wimbledon, London, SW19 5SB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Terradace Holdings Limited as at 30 September 2024 and these financial statements may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Page 12

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)


Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised when goods have been dispatched. 

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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


Page 13

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%
straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 90 days.

Page 14

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.


Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 15

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

  
2.12

Forward contracts

The Company uses derivative financial instruments, in particular forward currency contracts, to manage the financial risks associated with the Company's activitities and the financing of those activities. The Company does not undertake any trading activities in financial instruments. 
Forward exchange contracts are used to hedge foreign exchange exposures arising on forecast payments in foreign currencies. At maturity or when the contract ceases to be a hedge, gains and losses are taken to the profit and loss account. 
At each period end forward exchange contracts are fair valued by comparing the position of the contract to the fair value. Gains or losses are taken to the profit and loss account. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 
The Company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, on in the period of revision and future periods where the revision affects both current and future periods. 
The directors consider there to be no significant areas of judgement or key sources of estimation uncertaintity. 


4.


Turnover

The whole of the turnover is attributable to the Company’s principal activity

All turnover arose within the United Kingdom.

Page 16

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


Other operating income

2024
2023
£
£

Management fees receivable
114,742
-



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
12,076
4,214

Operating lease rentals
39,124
-


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
34,000
4,431

Page 17

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
1,330,506
714,736

Social security costs
114,997
61,775

Cost of defined contribution scheme
57,337
30,801

1,502,840
807,312


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management and administration
6
2



Technical, procurement and sales
15
10

21
12


9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
247,988
124,460

Adjustments in respect of previous periods
(8,975)
-


Total current tax
239,013
124,460

Page 18

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,016,719
597,186


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
254,180
131,381

Effects of:


Expenses not deductible for tax purposes
2,073
810

Capital allowances for year in excess of depreciation
915
(6,246)

Adjustments to tax charge in respect of prior periods
(8,975)
-

Short-term timing difference leading to an increase (decrease) in taxation
(18,874)
930

Other differences leading to an increase (decrease) in the tax charge
79,987
47

Group relief
(70,293)
(2,462)

Total tax charge for the year
239,013
124,460


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


Tangible fixed assets





Computer equipment

£



Cost


At 1 October 2023
31,369


Additions
8,415



At 30 September 2024

39,784



Depreciation


At 1 October 2023
4,214


Charge for the year on owned assets
12,076



At 30 September 2024

16,290



Net book value



At 30 September 2024
23,494



At 30 September 2023
27,155


11.


Stocks

2024
2023
£
£

Finished goods and goods for resale
660,248
501,039


Page 20

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


Debtors

2024
2023
£
£


Trade debtors
5,178,087
2,797,780

Amounts owed by group undertakings
407,142
-

Other debtors
195
6,981

Prepayments and accrued income
100,142
28,144

5,685,566
2,832,905



13.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,822,029
4,125,374



14.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
7,548,360
5,177,166

Amounts owed to group undertakings
-
1,028,589

Corporation tax
73,145
2,132

Other taxation and social security
47,113
26,895

Other creditors
130,921
-

Accruals and deferred income
851,068
488,679

8,650,607
6,723,461



15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000 (2023 - 100) Ordinary shares of £0.01(2023 - £1.00 )each
100
100
1,236 (2023 - NIL) A Ordinary shares of £0.01 each
12
-

112

100


Page 21

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.Share capital (continued)

During the year, the 100 Ordinary shares of £1.00 each in the issued share capital of the Company were divided into 10,000 Ordinary shares of £0.01 each.
During the year, the Company has alloted and issued 1,236 A Ordinary shares with an aggregate nominal
value of £12.
The shares rank pari passu, apart from the A Ordinary shares have no voting rights and each share class
are only entitled to prescribed capital amounts.


16.


Reserves

Profit and loss account

This comprises profits available for distribution.


17.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £57,337 (2023 - £30,801). Contributions totalling £8,728 (2023 - £4,225) were payable to the fund at the balance sheet date and are included in creditors.


18.Other financial commitments

The Company has entered into forward currency contracts amounting to £2,998,042 (2023 - £3,269,833) as at the balance sheet date. 

Page 22

 
DPS (M&S) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Related party transactions

At the balance sheet date the net amount due from/(to) group companies were as follows:

2024
2023
        £
        £
Trade debtors

473,752

209,484
 
Trade creditors

1,380,610

822,227
 


During the year fees of £114,742 (2023 - £Nil) were charged to the parent undertaking.
During the year the Company was charged £10,971,685 (2023 - £7,835,592) from group companies in relation to packing and produce services.
During the year the Company was charged £593,599 from group companies in relation to management charges.


20.


Controlling party

Terradace Holdings Limited is considered to be the Company's immediate and ultimate parent
undertaking in both the current and prior years.
P Beaumont is considered to be the ultimate controlling party by virtue of his shareholding in Terradace
Holdings Limited during current and prior years.
The results of the Company are included within the consolidated accounts of Terradace Holdings Limited
which are available to public and may be obtained from 14th Floor, 33 Cavendish Square, London, W1G
0PW.

 
Page 23