| REGISTERED NUMBER: 11113073 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| DEPS HOLDINGS LIMITED |
| REGISTERED NUMBER: 11113073 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| DEPS HOLDINGS LIMITED |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| For The Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 7 |
| Report of the Independent Auditors | 10 |
| Consolidated Statement of Comprehensive Income | 14 |
| Consolidated Statement of Financial Position | 15 |
| Company Statement of Financial Position | 16 |
| Consolidated Statement of Changes in Equity | 17 |
| Company Statement of Changes in Equity | 18 |
| Consolidated Statement of Cash Flows | 19 |
| Notes to the Consolidated Statement of Cash Flows | 20 |
| Notes to the Consolidated Financial Statements | 22 |
| DEPS HOLDINGS LIMITED |
| COMPANY INFORMATION |
| For The Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| 5 & 6 Manor Garth |
| Manor Court |
| Scarborough |
| North Yorkshire |
| YO11 3TU |
| BANKERS: | Shawbrook Bank |
| Lutea House |
| Warley Hill Business Park |
| The Drive, Great Warley |
| Brentwood |
| Essex |
| CM13 3BE |
| OTHER BANKERS: |
| 2 Whitehall Quay |
| Leeds |
| LS1 4HR |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| GROUP STRATEGIC REPORT |
| For The Year Ended 31 December 2024 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2024. |
| REVIEW OF THE BUSINESS |
| 2024 | 2023 |
| £'000 | £'000 |
| Sales volume | 32,045 | 29,405 |
| Operating profit/(loss) | 733 | 318 |
| Depreciation | 239 | 187 |
| Amortisation | 767 | 776 |
| EBITDA | 1,739 | 1,281 |
| The Group supplies both bespoke and standard products and services to provide a total customer solution. The group's core strengths of specialist knowledge, design excellence, coupled with national servicing and installation capability positions the group as a leading supplier in the UK marketplace for Power Solutions. |
| The Group continues to extend its reputation as a national service provider for Generator, UPS and ancillary equipment. Service engineers are strategically located across the UK supported by Service Centres in both the South, North and from 2025 the Group will include a Scottish base. This facilitates rapid support for our customers both onshore and offshore on a national basis. |
| In 2024, revenue was £32m (2023 - £29.4m) and the operating profit was £733k (2023 - £318k). Following strong growth in 2023 the company achieved a further 9% increase in revenue during 2024. In addition, Gross Profit increased to 33.6% (2023 - 30.3%) both key metrics demonstrate a positive trajectory resulting from strategic changes implemented at the end of 2022. Consequently, the directors believe that the groupstructure is well positioned to continue to provide customers with the best market value solution and are confident that the company will continue to deliver successful outcomes for both internal and external stakeholders over the long term. |
| In summary 2024 achieved strong revenue and margin growth. This has been partially offset by increased overhead expenses. A significant element of the overhead increase relates to investment during 2024 to grow future, long term revenues. This investment has resulted in a 40% growth of the Forward Order Book (December 2024 vs December 2023) which is now at record levels. The Forward Order Book has grown in our traditional revenue streams but also in new battery technology, supporting clients on their journey to Net Zero, by providing bespoke battery solutions to reduce their carbon footprint. Consequently, the directors are confident that the future growth, profitability and cashflows are likely. |
| The group continues to enjoy excellent relationships and ongoing support from all stakeholders both internal and external, i.e. employees, funding partners and suppliers. The company ended the year with a cash balance plus cash availability of £2.4m (2023 - £1.9m). Consequently, the directors are confident that the group has the resources both internally and externally to respond quickly to market demands, opportunities and economic shocks. |
| We are committed to being a good, respected employer, fostering a positive work environment as well as actively contributing to our local community. Additionally, we recognise our ESG responsibilities and are dedicated to upholding these principals in all aspects of our operations. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| GROUP STRATEGIC REPORT |
| For The Year Ended 31 December 2024 |
| REVIEW OF BUSINESS CONTINUED |
| The strategic plan continues to prioritise: |
| - | achieving a Market Leading Position / National coverage; |
| - | adopting a customer centric focus; |
| - | increasing the company's operational efficiency; |
| - | targeting R&D activity to meet new market opportunities; and |
- |
maintaining high levels of financial discipline and performance management at all levels within the organisation. |
| These initiatives, as well as continuing to invest to support and improve existing operations, will enhance growth in new and growing sectors. This is alongside the core business, where the market continues to grow as customer investment decisions are unlocked as the importance of power continuity and resilience is recognised by extreme weather events and the war in Ukraine. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| GROUP STRATEGIC REPORT |
| For The Year Ended 31 December 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group uses financial instruments, comprising derivatives, borrowings, cash and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risk arising from the group's financial instruments is liquidity risk. Both foreign currency risks along with interest rate risks present a lower risk to the business. The directors review and agree policies for managing each of these risks and they are summarised below. |
| Liquidity risk |
| The group continues to have excellent relations with its bankers, i.e. Shawbrook Bank who provide term debt and an Invoice Discounting facility alongside RBS who facilitate transactional services. The group continues to have a strong record of managing financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The group has modelled its future cashflow and covenant compliance for a period not less than 12 months from the date these financial statements have been signed with no liquidity risk identified. The directors expect to re-finance the current term debt with Shawbrook early in 2024, consequently do not foresee any change to this position which is achieved through cash generation through trading activities and intercompany accounts. |
| Currency risk |
| The group is exposed to transaction and translation foreign exchange risk. Exposures are minimised by natural hedging of matching revenues and costs whenever possible. The resulting net exposure is hedged when known, mainly utilising the forward hedge market. |
| Interest rate risk |
| The group does utilise bank facilities but primarily finances its operations through trading activities and intercompany accounts. The majority of the debt is at a fixed interest rate for the medium term, albeit the bank loan is variable, which from April 2024 is 4.35% above base rate. As the amortisation profile relating to the bank loan is over 25 years, the overall debt financing cost remains low, consequently the directors believe that the group's overall cash exposure to interest rate fluctuation is low and will continue to be met through operating cash flows. |
| Research and development |
| Research and development costs are written off in the Statement of Comprehensive Income in the period in which they occur. |
| Financial |
| The effective management of its financial exposures is central to preserving the group's profitability. As the group operates in a number of different markets with a range of products, there is not one area which presents significant financial risk. Consequently, the financial risks follow the general UK economic conditions which are monitored on a continuing basis. |
| Mitigation |
| The group's finance team provide support to management and to ensure accurate financial reporting, forecasting and tracking of the group's business performance. Financial performance is reviewed monthly by senior management and the Board. In the event of forecasted business performance falling, the business has previously demonstrated its ability to consider and implement short, medium and long term mitigation options. |
| Security and Safety |
| The group is committed to protecting its customer and corporate data, the safety of its people and infrastructure, as well as having in place stringent fraud prevention and detection measures. A significant breach could impact the group's ability to operate. |
| Mitigation |
| The group continues to invest in new technological and physical controls and improving broader business processes in order to protect its data, employees, assets and to comply with its legal and contractual obligations. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| GROUP STRATEGIC REPORT |
| For The Year Ended 31 December 2024 |
| Principal risks and uncertainties |
| The group's business model and the execution of its strategy is subject to a number of risks. The factors below describe the risks and uncertainties which affect the group but they are not intended to be an exhaustive analysis of all the potential risks which may arise in the ordinary course of business. The directors are of the opinion that sufficient internal controls are in place to monitor these factors and enable timely management response to mitigate these risks. |
| Market and competition |
| The group operates in a competitive environment and faces competition from a broad range of organisations. A failure to maintain the group's Service and Product proposition, in line with changing market dynamics and expectations, could erode the group's competitive position. We are currently experiencing a growth in existing and new markets together with no real increase in the competitive landscape. |
| Mitigation |
| The group operates in a number of different markets, providing a range of different Products or Services, in addition to continuing to invest in Service and Product development. The group regularly reviews its pricing strategy and competitive position to ensure that its offerings are appropriately placed within the market. |
| Regulatory change |
| The group's ability to operate or compete effectively could be adversely affected by the introduction of new laws or regulations. Conversely, changes in regulation have often opened market opportunities for the group. |
| Mitigation |
| The group actively seeks to identify and meet its regulatory obligations and to respond to emerging requirements. |
| Customer service |
| The future success of the group relies on building long term relationships with its customers. A failure to meet customers' expectations could negatively impact the group's brand and competitive position. |
| Mitigation |
| The group strives to consistently exceed its customers' expectations, to put its customers first, to understand what customers want and respond accordingly. |
| The group makes significant investments in order to deliver continuous improvement to its customer service, including continuing investment in IT, people, expansion of products and service offerings and providing increased coverage across the UK through an increasing network of field service engineers. |
| Suppliers |
| The group sources from a number of third parties and suppliers, mainly from within the UK, but also across the globe. A failure of an individual supplier or a discontinuation of supply, could adversely affect the group's ability to deliver in the short term. |
| Mitigation |
| The group continues to invest in its supply chain infrastructure to support the long-term business plan. A supplier selection process is in place with appropriate ongoing management and monitoring of key partners and suppliers. The company generally has dual supply capability. In relation to increased energy costs, the group is protected from movements in the wholesale price of electricity due to a long term fixed price deal ending in September 2024. Furthermore the group has introduced a Battery Energy Storage Solution and plans to install Solar PV generation to reduce reliance upon National Grid and reduce its own Carbon footprint. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| GROUP STRATEGIC REPORT |
| For The Year Ended 31 December 2024 |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| The directors review the performance of the group through various key performance indicators. The primary financial key performance indicators used are listed below. |
| Sales growth is calculated by dividing the current year sales by the prior year sales and expressing the result as a percentage. |
| Gross profit percentage is calculated by expressing the gross margin as a percentage of sales. |
| Operating results percentage is calculated by expressing the operating result as a percentage of sales, excluding any exceptional costs. |
| Days receivable outstanding is calculated on a count back day basis, comparing the trade debtor balance as per the Statement of Financial Position to monthly sales value, stated in days. |
| Annual inventory turns is the rate at which stock is turned over by the group calculated as the annual cost of sales relative to the net stock value in the Statement of Financial Position. |
| 2024 | 2023 |
| £'000 | £'000 |
| Sales increase | 9% | 17% |
| Gross profit as a percentage of sales | 34% | 30% |
| Operating profit as a percentage of sales | 2.3% | 1% |
| Days receivable outstanding* | 54 days | 56 days |
| Days payable outstanding* | 40 days | 50 days |
| Annual inventory turns | 4.9 | 4.7 |
| *Calculated as an average using countback method |
| ON BEHALF OF THE BOARD: |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| REPORT OF THE DIRECTORS |
| For The Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of a holding company to a group whose main trading entity is Dale Power Solutions Limited. |
| Dale Power Solutions Limited has been established almost 90 years and has traded in a large number of market sectors on a global basis. The company manufactures, installs and services Generators, UPS, and ancillary equipment, it also provides renewable energy solutions like battery storage systems. Dale Power Solutions Limited's business model focuses on its technical capabilities, identifying and implementing the most appropriate energy solution to meet its customers' requirements. The company also offers life cycle monitoring and condition based maintenance programmes nationally through teams of mechanical and electrical service engineers. This provides customers with the best possible solution and "Customer Experience" on a 24/7 basis. |
| Dale Power Solutions Limited's strength is based on continuing its investment in its people and infrastructure, providing reliable, quality products and support services, underpinned by excellent technical knowledge and quality manufacturing. |
| DIVIDENDS |
| No dividends have been declared during the year (2023 - £Nil). |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| REPORT OF THE DIRECTORS |
| For The Year Ended 31 December 2024 |
| GOING CONCERN |
| The directors have a reasonable expectation that the group has adequate resources to continue in operational existence based on detailed cashflow forecasts and confirmed forward orders (at record high levels) together with and agreed strategic plan by all key stakeholders. |
| In making the current assessment of the ability of the group to continue as a going concern, the directors have considered the on going impact of the items listed below on both the liquidity and compliance with future covenants of the group headed by DEPS Holdings Limited, the ultimate parent company. This is deemed to be appropriate on the basis that the group, as at 31 December 2024 held external debt with the shareholders and the bank, in which the latter is subject to group guarantee arrangements around covenant compliance. As such, the below analysis represents the conclusions made on the group as a whole. |
| - The wars in Ukraine and Gaza, |
| - Inflation, |
| - The global supply chain, |
| - The labour market |
| As part of concluding that the group is a going concern, the group has remodelled its future cashflow and covenant compliance using updated information for a period not less than 12 months from the date these financial statements have been signed. |
| The above modelling included various scenarios which show that the group has sufficient resources to continue to operate as a going concern for at least the next 12 months from the date these financial statements have been signed, and have been prepared on that basis. |
| As such, these financial statements do not include any adjustments that would be necessary should the going concern basis of preparation no longer be appropriate. |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The company has provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of the Companies Act 2006. |
| MATTERS COVERED IN THE STRATEGIC REPORT |
| Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the group. |
| EQUAL OPPORTUNITIES COMMITMENT |
| Dale Power Solutions is dedicated to diversity and equal opportunity for all, including individuals with disabilities. We emphasise respect, fairness, and recognise each individual's unique skills and potential. Our commitment includes: |
| - Recruitment: Fair assessment of all applications. |
| - Support: Tailored assistance for disabled employees. |
| - Career Development: Equal training and promotion opportunities. |
| At Dale Power Solutions, we support all employees without prejudice throughout their employment. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| REPORT OF THE DIRECTORS |
| For The Year Ended 31 December 2024 |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Fortus Audit LLP, 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 |
| DEPS HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of DEPS Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent 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 Group 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 Group 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 Group 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 |
| DEPS HOLDINGS LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company 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 nine, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DEPS HOLDINGS LIMITED |
| 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: |
| 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: |
| As part of the audit, we gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates, and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. We considered the group’s compliance with laws and regulations that have a direct impact on the financial statements including, but not limited to, UK company law and UK tax legislation, and we have considered the extent to which non-compliance might have a material effect on the company financial statements. |
| Based on our understanding, we designed our audit procedures to identify instances of non-compliance with such laws and regulations. Our procedures included inquiries of management and of the directors, reviewing the financial statement disclosures, agreeing to underlying supporting documentation where necessary, review of Board meeting minutes and review of any applicable correspondence with legal counsel or tax authorities. |
| We considered the susceptibility of the financial statements to fraud through the risk of management override and inappropriate revenue recognition. In respect of management override, we tested journal entries processed during the year, and subsequent to the year end, and considered bias in accounting estimates, including provisions of trade debtors and stock. We specifically reviewed manual journal postings to revenue and cash to assess for any evidence of manipulation of account balances. Our risk assessment in respect of the potential for fraud in revenue identified specific areas of focus including recognition of revenue in relation to recognition of accrued and deferred income, cut-off, manual invoices and manual journals posted to revenue nominal codes. |
| Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
| A further description of our responsibilities 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DEPS HOLDINGS LIMITED |
| 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 |
| 5 & 6 Manor Garth |
| Manor Court |
| Scarborough |
| North Yorkshire |
| YO11 3TU |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| CONSOLIDATED |
| STATEMENT OF COMPREHENSIVE |
| INCOME |
| For The Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £'000 | £'000 | £'000 | £'000 |
| TURNOVER | 3 | 32,045 | 29,405 |
| Cost of sales | 21,271 | 20,490 |
| GROSS PROFIT | 10,774 | 8,915 |
| Distribution costs | 2,118 | 1,945 |
| Administrative expenses | 7,980 | 6,682 |
| 10,098 | 8,627 |
| 676 | 288 |
| Other operating income | 4 | 58 | 30 |
| OPERATING PROFIT | 734 | 318 |
| Interest receivable and similar income | 6 | 1 | 1 |
| 735 | 319 |
| Interest payable and similar expenses | 7 | 1,106 | 1,176 |
| LOSS BEFORE TAXATION | 8 | (371 | ) | (857 | ) |
| Tax on loss | 9 | 251 | 212 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(622 |
) |
(1,069 |
) |
| Loss attributable to: |
| Owners of the parent | (622 | ) | (1,069 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (622 | ) | (1,069 | ) |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £'000 | £'000 | £'000 | £'000 |
| FIXED ASSETS |
| Intangible assets | 11 | 1,187 | 1,923 |
| Tangible assets | 12 | 2,057 | 1,684 |
| Investments | 13 | - | - |
| 3,244 | 3,607 |
| CURRENT ASSETS |
| Stocks | 14 | 4,079 | 2,807 |
| Debtors | 15 | 10,923 | 8,444 |
| Cash at bank and in hand | 391 | 351 |
| 15,393 | 11,602 |
| CREDITORS |
| Amounts falling due within one year | 16 | 11,928 | 8,373 |
| NET CURRENT ASSETS | 3,465 | 3,229 |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 6,709 | 6,836 |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
(15,491 |
) |
(14,782 |
) |
| PROVISIONS FOR LIABILITIES | 20 | (253 | ) | (508 | ) |
| NET LIABILITIES | (9,035 | ) | (8,454 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 1 | 1 |
| Share premium | 22 | 140 | 99 |
| Retained earnings | 22 | (9,176 | ) | (8,554 | ) |
| SHAREHOLDERS' FUNDS | (9,035 | ) | (8,454 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2025 and were signed on its behalf by: |
| A W Marr - Director |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| COMPANY STATEMENT OF FINANCIAL POSITION |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £'000 | £'000 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (45 | ) | (7 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| For The Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £'000 | £'000 | £'000 | £'000 |
| Balance at 1 January 2023 | 1 | (7,485 | ) | 99 | (7,385 | ) |
| Changes in equity |
| Total comprehensive income | - | (1,069 | ) | - | (1,069 | ) |
| Balance at 31 December 2023 | 1 | (8,554 | ) | 99 | (8,454 | ) |
| Changes in equity |
| Issue of share capital | - | - | 41 | 41 |
| Total comprehensive income | - | (622 | ) | - | (622 | ) |
| Balance at 31 December 2024 | 1 | (9,176 | ) | 140 | (9,035 | ) |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| For The Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £'000 | £'000 | £'000 | £'000 |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| CONSOLIDATED STATEMENT OF CASH FLOWS |
| For The Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £'000 | £'000 |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 1,451 | 1,210 |
| Interest paid | (312 | ) | (361 | ) |
| Net cash from operating activities | 1,139 | 849 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (31 | ) | (42 | ) |
| Purchase of tangible fixed assets | (650 | ) | (222 | ) |
| Sale of tangible fixed assets | - | 1 |
| Interest received | 1 | 1 |
| Net cash from investing activities | (680 | ) | (262 | ) |
| Cash flows from financing activities |
| Bank loan repayments | (495 | ) | (465 | ) |
| Share issue | 41 | - |
| Net cash from financing activities | (454 | ) | (465 | ) |
| Increase in cash and cash equivalents | 5 | 122 |
| Cash and cash equivalents at beginning of year |
2 |
344 |
222 |
| Cash and cash equivalents at end of year |
2 |
349 |
344 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| For The Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £'000 | £'000 |
| Loss before taxation | (371 | ) | (857 | ) |
| Depreciation charges | 1,004 | 964 |
| Loss on disposal of fixed assets | - | 6 |
| Increase/(decrease) in provisions | (255 | ) | 255 |
| Finance costs | 1,106 | 1,176 |
| Finance income | (1 | ) | (1 | ) |
| 1,483 | 1,543 |
| (Increase)/decrease in stocks | (1,272 | ) | 1,309 |
| Increase in trade and other debtors | (2,693 | ) | (264 | ) |
| Increase/(decrease) in trade and other creditors | 3,933 | (1,378 | ) |
| Cash generated from operations | 1,451 | 1,210 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £'000 | £'000 |
| Cash and cash equivalents | 391 | 351 |
| Bank overdrafts | (42 | ) | (7 | ) |
| 349 | 344 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £'000 | £'000 |
| Cash and cash equivalents | 351 | 238 |
| Bank overdrafts | (7 | ) | (16 | ) |
| 344 | 222 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
| For The Year Ended 31 December 2024 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £'000 | £'000 | £'000 |
| Net cash |
| Cash at bank and in hand | 351 | 40 | 391 |
| Bank overdrafts | (7 | ) | (35 | ) | (42 | ) |
| 344 | 5 | 349 |
| Debt |
| Debts falling due within 1 year | (461 | ) | 410 | (51 | ) |
| Debts falling due after 1 year | (14,782 | ) | (709 | ) | (15,491 | ) |
| (15,243 | ) | (299 | ) | (15,542 | ) |
| Total | (14,899 | ) | (294 | ) | (15,193 | ) |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| For The Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| DEPS Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These 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 £1,000. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| In preparing the financial statements of the parent company, advantage has been taken of the following disclosure exemptions under FRS 102: |
| - | No cash flow statement has been prepared for the parent company. |
| - | No disclosure has been given for the aggregate remuneration of the key management |
| personnel of the parent company, as their remuneration is included in the total for |
| the group as a whole. |
| Basis of consolidation |
| The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for the revenues and expenses during the year. However the nature of estimation means that actual outcomes could differ from those estimates. |
| The major areas of estimation and judgements within the financial statements are as follows: |
| a) Impairment of goodwill |
| The group reviews, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. |
| (b) Useful lives of property, plant and equipment |
| Property, plant and equipment is depreciated over its useful life. Useful lives are based on the management's estimates of the periods within which the assets will generate revenue and which are periodically reviewed for continued appropriateness. Changes to judgements can result in significant variations in the carrying value and amounts charged to the Consolidated Statement of Comprehensive Income. |
| (c) Other |
| Other judgements made by management are stock provisions, warranty provisions and the bad debt provision. The judgements are considered to be of low impact as they result in insignificant amounts in the financial statements, therefore no further discussion has been included. |
| (d) Contract accounting |
| When the group recognises revenue as a construction contract or rendering of a service, where revenue straddles a year-end, the group recognises revenue with reference to the stage of completion of the transaction or contract at the reporting period date. The company determines the stage of completion of a transaction or contract using a method that reliably measures the work performed, together with the associated costs. |
| (e) Going concern |
| In preparing these financial statements the Directors have made a judgement around the ability of the group and company to continue as a going concern. Details of these considerations can be seen in the directors report. |
| Goodwill |
| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life of ten years. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| All intangible assets are considered to have a finite useful life. Amortisation is provided on the |
| following basis: |
| Software - between 3 and 5 years |
| Brands - 5 years |
| Forward order book - between 1 and 2 years |
| Amortisation is charged to the Consolidated Statement of Comprehensive Income within administrative expenses. |
| 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: |
| Freehold property - up to 50 years |
| Plant and machinery - between 2 and 10 years on cost according to asset type |
| 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 the Statement of Comprehensive Income. |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. |
| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. |
| For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the reporting date. |
| Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 statement of financial position date. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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. |
| Research and development |
| In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years. |
| If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Operating leases: the group as lessee |
| Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Non-recurring items |
| Non-recurring items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence. |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown with borrowings in current liabilities. |
| In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £'000 | £'000 |
| Product sales | 15,037 | 13,073 |
| Service and maintenance sales | 12,857 | 12,349 |
| Installation | 4,151 | 3,983 |
| 32,045 | 29,405 |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £'000 | £'000 |
| United Kingdom | 30,925 | 28,301 |
| Europe | 153 | 103 |
| Rest of the World | 967 | 1,001 |
| 32,045 | 29,405 |
| 4. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £'000 | £'000 |
| Rents received | 6 | - |
| Sundry receipts | 52 | 30 |
| 58 | 30 |
| Sundry receipts represents insurance income relating to costs incurred within administrative expenses. |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £'000 | £'000 |
| Wages and salaries | 10,643 | 9,430 |
| Social security costs | 830 | 732 |
| Other pension costs | 286 | 269 |
| 11,759 | 10,431 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Production | 93 | 75 |
| Administration | 137 | 136 |
| Sales and Marketing | 36 | 32 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees by undertakings that were proportionately consolidated during the year was 266 (2023 - 243 ) . |
| During the year retirement benefits were accruing to 3 directors (2023 - 2) in respect of defined contribution pension schemes. |
| The highest paid director received remuneration of £198,683 (2023 - £173,979). |
| The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,421 (2023 - £10,353). |
| Key management personnel include all directors and several other managers who together have authority and responsibility for planning, directing and controlling the activities of the group. During the year, total emoluments of £771,704 (2023 - £692,067) were paid to directors and key management personnel as follows: |
| 2024 | 2023 |
| £'000 | £'000 |
| Directors remuneration | 405 | 401 |
| Directors pension contributions | 23 | 26 |
| Key management remuneration | 334 | 256 |
| Key management pension contributions | 10 | 9 |
| 772 | 692 |
| The company itself has no employees other than the directors, who did not receive any remuneration (2023 - £Nil). |
| 6. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £'000 | £'000 |
| Deposit account interest | 1 | 1 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £'000 | £'000 |
| Bank interest payable | 244 | 245 |
| Service fee for invoice discounting facility | 25 | 82 |
| Amortisation of loan issue costs | 40 | 34 |
| Loan note interest payable | 797 | 815 |
| 1,106 | 1,176 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 8. | LOSS BEFORE TAXATION |
| The loss is stated after charging: |
| 2024 | 2023 |
| £'000 | £'000 |
| Hire of plant and machinery | 63 | 33 |
| Depreciation - owned assets | 239 | 187 |
| Loss on disposal of fixed assets | 38 | 6 |
| Goodwill amortisation | 742 | 742 |
| Computer software amortisation | 25 | 34 |
| Auditors' remuneration | 40 | 39 |
| Foreign exchange differences | 53 | 23 |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the loss for the year was as follows: |
| 2024 | 2023 |
| £'000 | £'000 |
| Current tax: |
| Tax under provision | 57 | - |
| Deferred tax: |
| Deferred tax | 317 | 212 |
| Adjustment in respect of prior |
| years | (123 | ) | - |
| Total deferred tax | 194 | 212 |
| Tax on loss | 251 | 212 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £'000 | £'000 |
| Loss before tax | (371 | ) | (857 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(93 |
) |
(214 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 314 | 194 |
| Deferred tax not provided | 95 | 232 |
| Prior periods | (66 | ) | - |
| Rounding | 1 | - |
| Total tax charge | 251 | 212 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| Goodwill | licences | software | Totals |
| £'000 | £'000 | £'000 | £'000 |
| COST |
| At 1 January 2024 | 6,341 | 287 | 986 | 7,614 |
| Additions | - | - | 31 | 31 |
| At 31 December 2024 | 6,341 | 287 | 1,017 | 7,645 |
| AMORTISATION |
| At 1 January 2024 | 4,489 | 287 | 915 | 5,691 |
| Amortisation for year | 742 | - | 25 | 767 |
| At 31 December 2024 | 5,231 | 287 | 940 | 6,458 |
| NET BOOK VALUE |
| At 31 December 2024 | 1,110 | - | 77 | 1,187 |
| At 31 December 2023 | 1,852 | - | 71 | 1,923 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Plant and |
| property | machinery | Totals |
| £'000 | £'000 | £'000 |
| COST |
| At 1 January 2024 | 1,734 | 2,037 | 3,771 |
| Additions | 428 | 222 | 650 |
| Disposals | (63 | ) | (3 | ) | (66 | ) |
| At 31 December 2024 | 2,099 | 2,256 | 4,355 |
| DEPRECIATION |
| At 1 January 2024 | 607 | 1,480 | 2,087 |
| Charge for year | 65 | 174 | 239 |
| Eliminated on disposal | (25 | ) | (3 | ) | (28 | ) |
| At 31 December 2024 | 647 | 1,651 | 2,298 |
| NET BOOK VALUE |
| At 31 December 2024 | 1,452 | 605 | 2,057 |
| At 31 December 2023 | 1,127 | 557 | 1,684 |
| Included within Freehold property is £290,000 (2023 - £290,000) relating to land on which no depreciation is charged. |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Subsidiaries |
| DEPS Group Limited |
| Registered office: Eastfield Industrial Estate, Salter Road, Scarborough, North Yorkshire, YO11 3DU |
| Nature of business: Holding company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Dale Power Solutions Limited |
| Registered office: Salter Road, Eastfield Industrial Estate, Scarborough, North Yorkshire, YO11 3DU |
| Nature of business: Secure power systems |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Dale Erskine Power Solutions Limited |
| Registered office: Eastfield Industrial Estate, Salter Road, Scarborough, North Yorkshire, YO11 3DU |
| Nature of business: Holding company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 14. | STOCKS |
| Group |
| 2024 | 2023 |
| £'000 | £'000 |
| Stocks | 1,877 | 1,211 |
| Work-in-progress | 1,464 | 991 |
| Finished goods | 738 | 605 |
| 4,079 | 2,807 |
| The difference between purchase price or production cost of stocks and their replacement cost is not material. |
| The impairment charge recognised against stock during the year was £79,240 (2023 - £62,721). |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £'000 | £'000 | £'000 | £'000 |
| Trade debtors | 8,250 | 6,205 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 74 | 59 |
| Deferred tax asset | 227 | 420 | - | - |
| Prepayments and accrued income | 957 | 626 |
| Amounts recoverable on long term contracts |
1,415 |
1,134 |
| 10,923 | 8,444 |
| Amounts owed by group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand. |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group |
| 2024 | 2023 |
| £'000 | £'000 |
| Bank loans and overdrafts (see note 18) | 93 | 59 |
| Other loans (see note 18) | - | 409 |
| Trade creditors | 4,400 | 2,746 |
| Social security and other taxes | 1,099 | 914 |
| Other creditors | 60 | 120 |
| Invoice discounting facility | 855 | 306 |
| Progress billings on contracts in excess of work |
3,760 |
1,847 |
| Accruals and deferred income | 1,661 | 1,972 |
| 11,928 | 8,373 |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group |
| 2024 | 2023 |
| £'000 | £'000 |
| Bank loans (see note 18) | 1,190 | 1,105 |
| Other loans (see note 18) | 14,301 | 13,677 |
| 15,491 | 14,782 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 2024 | 2023 |
| £'000 | £'000 |
| Amounts falling due within one year or | on demand: |
| Bank overdrafts | 42 | 7 |
| Bank loans | 51 | 52 |
| Other loans | - | 409 |
| 93 | 468 |
| Amounts falling due between one and | two years: |
| Bank loans | 51 | 52 |
| Other loans (A1) | 13,291 | 12,721 |
| Other loans (A2) | 1,010 | 956 |
| 14,352 | 13,729 |
| Amounts falling due between two and | five years: |
| Bank loans | 153 | 156 |
| Amounts falling due in more than five | years: |
| Repayable by instalments |
| Bank loans | 986 | 897 |
| The bank loan outstanding at 31 December 2024 is secured by way of a debenture on the assets of the group and is renegotiated each 3 year period over the course of 25 years from the drawdown of the loan, which was renewed in 2024. It attracts interest of 4.35% above the base rate. The bank loan is held net of fees of £26,897 (2023 - £8,614), of which £65,000 (2023 - £34,457) was amortised in the year. |
| A Ordinary shareholder loan notes are secured on the assets of the group, attracting interest at 8% per annum. Following a re-finance in April 2024, the A1 loan notes are repayable in 2027. |
| Within the year, the group completed a re-finance of a loan with Shawbrook bank for a further three year term. |
| Loan notes issued to current and ex-directors and key management personnel, are secured on the assets of the group, attracting interest at 8% per annum, and are repayable at the point of a change in ownership of the A Ordinary shares. |
| Accumulated interest of £4,065,984 (2023 - £3,325,979) relates to the shareholder loan notes and £343,489 (2023 - £290,052) relates to the director and key management personnel loan notes. |
| 19. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| Group |
| Non-cancellable |
| operating leases |
| 2024 | 2023 |
| £'000 | £'000 |
| Within one year | 515 | 540 |
| Between one and five years | 580 | 775 |
| 1,095 | 1,315 |
| 20. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £'000 | £'000 |
| Other provisions | 253 | 508 |
| Aggregate amounts | 253 | 508 |
| Group |
| Other |
| provisions |
| £'000 |
| Balance at 1 January 2024 | 508 |
| Credit to Statement of Comprehensive Income during year | (255 | ) |
| Balance at 31 December 2024 | 253 |
| Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. |
| Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
| When payments are eventually made, they are charged to the provision carried in the Statement of |
| Financial Position. |
| Warranty provisions are based upon known commitments plus estimates based on the historical |
| rates of occurrence where warranty obligations still exist. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £'000 | £'000 |
| A Ordinary | 0.01 | 1 | 1 |
| B1 Ordinary | 0.01 | - | - |
| B2 Ordinary | 0.02 | - | - |
| 1 | 1 |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 21. | CALLED UP SHARE CAPITAL - continued |
| During the year 20,500 B1 Ordinary shares were re-purchased by the company at a value of £0.01 per share. Also during the year 20,500 B1 Ordinary shares were issued by the company at a value of £1.99 per share. Of the 20,500 shares repurchased 13,600 were by directors and 2,700 by key management personnel. |
| 22. | RESERVES |
| Group |
| Retained | Share |
| earnings | premium | Totals |
| £'000 | £'000 | £'000 |
| At 1 January 2024 | (8,554 | ) | 99 | (8,455 | ) |
| Deficit for the year | (622 | ) | (622 | ) |
| Cash share issue | - | 41 | 41 |
| At 31 December 2024 | (9,176 | ) | 140 | (9,036 | ) |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £'000 | £'000 | £'000 |
| At 1 January 2024 | ( |
) | 81 |
| Deficit for the year | ( |
) | ( |
) |
| Cash share issue | - | 41 | 41 |
| At 31 December 2024 | ( |
) | 77 |
| 23. | PENSION COMMITMENTS |
| The group operates a defined contribution pension scheme for the benefit of directors and employees. The scheme is set up under trust and its assets are therefore independent of those of the group. |
| The total contributions charged by the group in respect of the year ended 31 December 2024 was £286,859 (2023 - £268,515). At the year end and in the normal course of business, £60,810 (2023 - £56,074) was unpaid (relating to December 2024 payroll and paid January 2025) which was accounted for within creditors. |
| 24. | CONTINGENT LIABILITIES |
| As at 31 December 2024, there was an outstanding advance payment bond for £60,000. |
| All assets of the company were pledged as security for a bank loan owed by Dale Power Solutions Limited. The exposure at the year end was £1,241,000 (2023 - £1,157,000). |
| DEPS HOLDINGS LIMITED (REGISTERED NUMBER: 11113073) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| For The Year Ended 31 December 2024 |
| 25. | RELATED PARTY DISCLOSURES |
| The group has taken advantage of the exemption available under FRS 102 section 33.1A and has not disclosed transactions with companies that are wholly owned members of the DEPS Holdings Limited group of companies. |
| The following amounts were outstanding in respect of loans from directors: |
| 2024 | 2023 |
| £'000 | £'000 |
| A W Marr | 109 | 104 |
| During the year interest of £5,793 (2023 - £5,777) accrued in the balance owed to A W Marr. |
| Loan notes issued to key management personnel amounting to £23,665 (2023 - £22,412) were outstanding at the year end. During the year interest charged at 8% totalled £1,253 (2023 - £1,249). |
| Amounts paid to NVM III GP LLP (the ultimate controlling party): |
| 2024 | 2023 |
| £'000 | £'000 |
| Monitoring and directors fees | 50 | 50 |
| Recharged expenses | 3 | - |
| 26. | POST BALANCE SHEET EVENTS |
| On 5th April 2025, Dale Power Solutions completed the acquisition of Calibre Power Electronics, a company based in Aberdeen that specialises in offshore UPS systems maintenance. This strategic move marks an important milestone in the Group's growth journey and aims to reinforce its position as a leading provider of critical power solutions across the United Kingdom. |
| Calibre Power Electronics has been a respected partner of Dale Power Solutions for many years, and the acquisition is expected to enhance the Group's capabilities, particularly in servicing the oil and gas sector and expanding into new opportunities such as offshore wind energy. By combining the expertise, skills, and innovation of the Calibre team with Dale Power Solutions' existing operations, the company anticipates delivering superior solutions in UPS systems, generators, and related sectors. |
| The Group emphasises its dedication to maintaining exceptional service standards for customers and fostering a supportive and dynamic workplace for employees. |
| 27. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is NVM III GP LLP. |