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Company registration number: 07984653







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024


DWYER (UK FRANCHISING) LIMITED






































img6177.png                        

 


DWYER (UK FRANCHISING) LIMITED
 


 
COMPANY INFORMATION


Directors
J G Shell (resigned 9 December 2024)
P J Carr 
G C Brown (appointed 9 December 2024)
M Davis (appointed 9 December 2024)
H Robertson (appointed 9 December 2024)




Company secretary
G C Brown



Registered number
07984653



Registered office
Neighbourly Training Centre
Building 4 Brackley Campus

Buckingham Road

Brackley

Northamptonshire

NN13 7EL




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


DWYER (UK FRANCHISING) LIMITED
 



CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of income and retained earnings
8
Statement of financial position
9
Notes to the financial statements
10 - 23


 


DWYER (UK FRANCHISING) LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for Dwyer (UK Franchising) Limited for the year ended 31 December 2024. Dwyer (UK Franchising) Limited is an intermediate holding company for investments in Dream Doors Holdings Limited, Countrywide Garden Maintenance Services Limited and Bright & Beautiful UK Limited and is franchisor for Drain Doctor, Mr Electric and Aireserv brands, Dwyer (UK Franchising) Limited also acts as principal for a number of key accounts. Dwyer also provides shared support services to it subsidiary undertakings other Companies brands owned by its parent, Neighbourly Brands Limited.

Business review
 
Drain Doctor provides drainage and emergency plumbing services to both commercial and domestic customers, Mr Electric provides electrician services and Aireserv provides heating, air conditioning and refrigeration services. 
The Company recorded a turnover to £5.1m (2023: £4.6m) in the year a 10.9% increase. Overall, the directors are satisfied with the company’s underlying performance, and it is in line with expectations.
As at 31st December 2024 the cash and net assets were strong, standing at £22.2m (2023: £22.1m). The main KPI’s used by management are utilisation rates, job numbers and job averages. Each of these are further analysed between commercial and domestic work and by location. It is in line with expectations in a challenging marketplace.

Principal risks and uncertainties
 
Dwyer (UK Franchising) Limited has a diverse portfolio of services which it delivers through its franchise networks and the franchisees or its subsidiaries. In the short term, no particular risk is considered fundamental to the business. The Board continues to monitor the situation on a day-to-day basis and take action to mitigate the impact on the Company especially in relation to the growing challenges around wage and cost inflation, where unavoidable price increases are to be passed on to our customers. Most new franchisees require unsecured bank funding for their investment in the franchise and to provide working capital. Availability of funding remains good, but costs are increasing due to increases in interest rates. The directors are confident that they have procedures in place to identify any risks which may arise which affect the business.

Future Development

The company continue to invest in IT to drive efficiencies across the network.


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



H Robertson
Director

Date: 28 July 2025

Page 1

 


DWYER (UK FRANCHISING) LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 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.

Results and dividends

The profit for the year, after taxation, amounted to £94,114 (2023 - loss £290,047).

During the period the directors did not pay any dividends to shareholders.

Directors

The directors who served during the year were:

J G Shell (resigned 9 December 2024)
P J Carr 
G C Brown (appointed 9 December 2024)
M Davis (appointed 9 December 2024)
H Robertson (appointed 9 December 2024)

Future developments

See strategic report.

Matters covered in the Strategic report

The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and
Directors' Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 it must be stated in the
Directors' Report that it has done so. This includes information that would have been included in the business review and
the principal risks and uncertainties.
The directors are aware of the matters set out in section 172(1)(a) to (f) (duty to promote the success of the company)
when performing their duties and do so appropriately.

Page 2

 


DWYER (UK FRANCHISING) LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

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

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





H Robertson
Director

Date: 28 July 2025

Page 3

 


DWYER (UK FRANCHISING) LIMITED
 


 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DWYER (UK FRANCHISING) LIMITED

Opinion


We have audited the financial statements of Dwyer (UK Franchising) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of income and retained earnings, the Statement of financial position 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 31 December 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 Auditor's 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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.


Page 4

 


DWYER (UK FRANCHISING) LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DWYER (UK FRANCHISING) LIMITED (CONTINUED)

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 2, 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 5

 


DWYER (UK FRANCHISING) LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DWYER (UK FRANCHISING) LIMITED (CONTINUED)

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.

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:

The Company is subject to laws and regulations that directly affect the financial statements including financial
reporting legislation, and general regulations such as health and safety. There are no industry specific laws and
regulations which would be deemed to have a significant impact on the financial statements. We assessed the extent
of compliance with the appropriate laws and regulations as part of our procedures on the related financial statement
items.

We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures and the company secretary. We corroborated
our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
fraud;
°Understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process; . 
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations

As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions.
°Misappropriation of funds through fraudulent purchase ledger and payroll activity. 
°Manipulation of amounts subject to significant judgment or estimate.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as
we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities
occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.


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 Auditor's report.


Page 6

 


DWYER (UK FRANCHISING) LIMITED



 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DWYER (UK FRANCHISING) 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 Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Andrew Galliers FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
3000a Parkway
Whiteley
Hampshire
PO15 7FX

29 July 2025
Page 7

 


DWYER (UK FRANCHISING) LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
5,102,196
4,572,610

Cost of sales
  
(2,140,619)
(1,669,616)

Gross profit
  
2,961,577
2,902,994

Administrative expenses
  
(2,883,427)
(3,223,817)

Operating profit/(loss)
 5 
78,150
(320,823)

Interest receivable and similar income
 9 
2,600
2,470

Interest payable and similar expenses
 10 
(3,801)
-

Profit/(loss) before tax
  
76,949
(318,353)

Tax on profit/(loss)
 11 
17,165
28,306

Profit/(loss) after tax
  
94,114
(290,047)

  

  

Retained earnings at the beginning of the year
  
7,026,046
7,316,093

  
7,026,046
7,316,093

Profit/(loss) for the year
  
94,114
(290,047)

Retained earnings at the end of the year
  
7,120,160
7,026,046
The notes on pages 10 to 23 form part of these financial statements.

Page 8

 


DWYER (UK FRANCHISING) LIMITED
REGISTERED NUMBER:07984653



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
276,723
329,170

Tangible assets
 13 
417,856
391,795

Investments
 14 
26,989,260
26,989,260

  
27,683,839
27,710,225

Current assets
  

Debtors: amounts falling due within one year
 15 
25,975,122
26,988,997

Cash at bank and in hand
  
452,151
299,726

  
26,427,273
27,288,723

Creditors: amounts falling due within one year
 16 
(31,808,693)
(32,827,106)

Net current liabilities
  
 
 
(5,381,420)
 
 
(5,538,383)

Total assets less current liabilities
  
22,302,419
22,171,842

Creditors: amounts falling due after more than one year
  
(53,628)
-

Provisions for liabilities
  

Deferred tax
  
-
(17,165)

  
 
 
-
 
 
(17,165)

Net assets
  
22,248,791
22,154,677


Capital and reserves
  

Called up share capital 
 19 
2
2

Share premium account
 20 
14,999,999
14,999,999

Other reserves
 20 
128,630
128,630

Profit and loss account
 20 
7,120,160
7,026,046

  
22,248,791
22,154,677


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




H Robertson
Director

Date: 28 July 2025

The notes on pages 10 to 23 form part of these financial statements.

Page 9

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Dwyer (UK Franchising) Limited is a private company, limited by shares, incorporated in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 TDG Group Holding Company as at 31 December 2024 and these financial statements may be obtained from 1010 N. University Parks Drive, Waco,
TX 76707, USA.

  
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

Although our finances remain strong, the Statement of Financial Position shows a net current liability position. The Company therefore has the continued support of its ultimate parent undertaking, TDG Group Holding Company. 
For this reason the directors continue to adopt the going concern basis of accounting in preparing the annual
financial statements.

Page 10

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.5

Revenue

Turnover represents sales of franchises, subsequent management service fees and product sales to external customers at invoiced amounts less value added tax.
Sales of franchises are recognised once the franchisee has been fully trained.
Management service fees are recognised in the period in which they are receivable.
Product sales are recognised on the delivery of the goods.

 
2.6

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.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

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

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 11

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


  
2.12

Intangible assets

Website Development
Where the company website is expected to generate future revenues in excess of the costs of developing that website, expenditure on the functionality of the website is capitalised and treated as an intangible fixed asset. Expenditure incurred on maintaining the website and expenditure incurred on developing the website used only for advertising and promotional purposes are written off as incurred. Where the company website is expected to generate future revenues in excess of the costs of developing that website, expenditure on the functionality of the website is capitalised and treated as an intangible fixed asset. Expenditure incurred on maintaining the website and expenditure incurred on developing the website used only for advertising and promotional purposes are written off as incurred.
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight line basis over their useful economic life.
          Website development costs         -       over 3 years

Page 12

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

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:

Motor vehicles
-
33%
Fixtures and fittings
-
33%
Office equipment
-
33%

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

Page 13

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

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.

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have had to make the following judgements:
- Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
- Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
- Determine whether there are indicators of impairment of investments in subsidiaries. Factors taken into consideration include the future profitability of each subsidiary and the plans and strategy for each subsidiary.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Rendering of services
5,102,196
4,572,610

5,102,196
4,572,610


All turnover arose within the United Kingdom.

Page 14

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2024
2023
£
£

Exchange differences
118
-

Other operating lease rentals
220,497
239,226


6.


Auditor's remuneration

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


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
16,100
16,950


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
1,460,949
1,456,999

Social security costs
196,973
179,320

Cost of defined contribution scheme
38,187
37,258

1,696,109
1,673,577


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


        2024
        2023
            No.
            No.







Employees
23
25

Page 15

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
258,251
178,800

Company contributions to defined contribution pension schemes
6,180
4,500

264,431
183,300


During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £258,251 (2023 - £178,800).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,180 (2023 - £4,500).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
2,600
2,470

2,600
2,470


10.


Interest payable and similar expenses

2024
2023
£
£


Finance leases and hire purchase contracts
3,801
-

3,801
-

Page 16

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
£
£


Total current tax
-
-


Origination and reversal of timing differences
(31,614)
(9,604)

Losses and other deductions
-
(18,702)

Adjustment in respect of prior years
14,449
-


Taxation on loss on ordinary activities
(17,165)
(28,306)

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% (2013 - 25%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
76,949
(318,353)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
19,237
64,360

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
402

Changes in tax rates
-
(1,676)

Adjustments to tax charge in respect of prior periods
14,449
-

Other timing differences leading to an increase (decrease) in taxation
-
9,154

Other differences leading to an increase (decrease) in the tax charge
-
(17,166)

Group relief
(52,225)
-

Deferred tax asset not recognised
1,374
(83,380)

Total tax charge for the year
(17,165)
(28,306)

Page 17

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Intangible assets




Computer software

£



Cost


At 1 January 2024
454,557


Additions
153,698


Disposals
(101,154)



At 31 December 2024

507,101



Amortisation


At 1 January 2024
125,387


Charge for the year on owned assets
104,991



At 31 December 2024

230,378



Net book value



At 31 December 2024
276,723



At 31 December 2023
329,170



Page 18

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Leasehold property improvement
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
367,259
8,830
139,531
200,096
715,716


Additions
18,725
78,426
16,059
6,832
120,042



At 31 December 2024

385,984
87,256
155,590
206,928
835,758



Depreciation


At 1 January 2024
118,233
7,849
45,642
152,197
323,921


Charge for the year on owned assets
38,125
14,152
15,372
26,332
93,981



At 31 December 2024

156,358
22,001
61,014
178,529
417,902



Net book value



At 31 December 2024
229,626
65,255
94,576
28,399
417,856



At 31 December 2023
249,026
981
93,889
47,899
391,795

Page 19

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
26,989,260



At 31 December 2024
26,989,260





Direct subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Bright & Beautiful UK Limited
Franchisor
Ordinary
100%
Countrywide Garden Maintenance Services Limited
Franchisor
Ordinary
100%
Dream Doors Holdings Limited
Holding company
Ordinary
100%

The registered address of Bright & Beautiful UK Limited, Countrywide Garden Maintenance Services Limited and Dream Doors Holdings Limited is Neighbourly Training Centre, Building 4 Brackley Campus, Buckingham Road, Brackley, Northamptonshire, United Kingdom, NN13 7EL. 


Indirect subsidiary undertakings


ole12aa.png
 

Page 20

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

2024
2023
£
£


Trade debtors
804,611
831,604

Amounts owed by group undertakings
24,492,074
25,043,780

Other debtors
407,267
420,425

Prepayments and accrued income
221,997
693,188

Tax recoverable
49,173
-

25,975,122
26,988,997


The impairment expense recognised in profit or loss for the year in respect of bad and doubtful trade debtors was
£12,959 (2023 - £8,382).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
507,516
1,078,320

Amounts owed to group undertakings
30,240,474
30,737,184

Other taxation and social security
205,056
121,388

Obligations under finance lease and hire purchase contracts
12,109
-

Other creditors
59,951
7,004

Accruals and deferred income
783,587
883,210

31,808,693
32,827,106


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


17.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Net obligations under finance leases and hire purchase contracts
53,628
-

53,628
-


Page 21

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
12,109
-

Between 1-5 years
53,628
-

65,737
-


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023 - 2) Ordinary Share shares of £1.00 each
2
2

Each ordinary share has equal voting and dividend rights.



20.


Reserves

The company has the following reserves:
Share premium account
The share premium accounts represents the allotment of one additional share in a previous year for £15,000,000. 
Profit and loss account
The profit and loss account represents cumulative profits or losses net of dividends paid, capital contributions and other adjustments.
Other reserves
This reserve includes the cumulative charge to date for share options issued.


21.


Contingent liabilities

As part of the Neighbourly Group, the employees of the company, subject to meeting certain criteria, are eligible to take part in the Associate Equity Program which provides a bonus in connection with the future sale or change of control at the parent company level. Where the quantum and timeframe of these events are uncertain, no amounts are recognised in the accounts for this.

Page 22

 


DWYER (UK FRANCHISING) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
158,852
-

158,852
-


23.


Pension commitments

The company operates a defined contribution 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 £38,187 (2023 - £37,258). Contributions totalling £nil (2023 - £nil) were payable to the fund at the reporting date.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
23,039
151,684

Later than 1 year and not later than 5 years
15,356
219,680

38,395
371,364

Amounts expenses in the profit and loss, in relation to operating lease commitments total £30,456 (2023 - £44,589).


25.Group guarantee

Dwyer (UK Franchising) Limited entered into hire purchase lease agreements in the year and holds the legal obligation of the lease. The asset and lease liability has been recognised in subsidiary companies and group companies in which the asset is being used. If any of the companies fail to meet the lease obligations, this will fall with Dwyer (UK Franchising) Limited to settle.


26.


Controlling party

The company's immediate parent company is Neighbourly Brands Limited (formerly Dwyer UK Holdings Limited), incorporated in England and Wales.
The company is a subsidiary of Neighborly Company which is the ultimate parent company incorporated in Delaware, USA and whose principal address is 1020 N. University Parks Dr. Waco, TX 76707.
The largest group in which the results of the company are consolidated is that headed by Neighborly Company, incorporated in Delaware, USA. The smallest group in which they are consolidated is that headed by Dwyer Franchising LLC, incorporated in Delaware, USA.

Page 23

 


DWYER (UK FRANCHISING) LIMITED
 


 
 Page 24