1.
General Information
Dowlis Group Global Solutions Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
13524264
. The registered office is Unit 2, Woking 8 Forsyth Road, Woking, GU21 5SB.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3.
Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
2.4.
Going Concern Disclosure
The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the group and parent company's ability to continue as a going concern.
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
2.5.
Significant judgements and estimations
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily appparent from other sources. The estimates and assoicated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
2.6.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
The Group recognises turnover once delivery of goods to the customer has been completed in mosts cases. Where the company stores client funded stock, the turnover is recognised on the delivery of the goods to the storage facility. Where payment is received upfront, the sale is deferred until the goods are delivered.
2.7.
Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.
Goodwill is amortised over its expected useful life which is estimated to be 20 years.
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.
2.8.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.9.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
2.10.
Leasing and Hire Purchase Contracts
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
2.11.
Stocks and Work in Progress
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
The Group arranges storage and insurance for customer financed stock. All charges for this are recharged on to the customer and this is not recognised as stock in the accounts.
2.12.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
2.13.
Financial Instruments
Classification
The company holds the following financial instruments:
- Short term trade and other debtors and creditors;
- Bank loans
- Cash and bank balances
All financial instruments are classified as basic.
Recognition and measurement
The Group has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the Group becomes party to the contractul provisions of the instrument and derecognised when in the case of assets, the contractual right to cash flow from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the Group's obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transactions costs, and are subsequently carried at the undiscounted amount of cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transcaction price, including costs, and are subsequently carried at amortised cost using the effective interest method.
2.14.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.15.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
3.
Operating Profit
The operating profit is stated after charging:
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bad debts | 136,483 | (9,557) | |
| Depreciation of tangible fixed assets |
|
|
|
| Amortisation of intangible fixed assets |
|
|
|
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
4.
Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the period was as follows:
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
5.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
6.
Average Number of Employees
Group
Average number of employees, including directors, during the period was as follows:
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| Administration and support |
|
|
|
| Sales |
|
|
|
| Distribution |
|
|
|
|
|
|
||
Company
Average number of employees, including directors, during the period was: NIL (2023: NIL)
7.
Directors' remuneration
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
|
|
|
||
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
8.
Interest Payable and Similar Charges
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans and overdrafts |
|
|
|
| Factoring charges | 181,889 | 99,343 | |
| Foreign exchange charges |
|
|
|
| 450,493 | 229,499 | ||
9.
Tax on Profit
|
The tax (credit)/charge on the profit for the period was as follows:
|
|||||
| Tax Rate | 31 December 2024 | 30 June 2023 | |||
|---|---|---|---|---|---|
| 31 December 2024 | 30 June 2023 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | - | 20.5% |
( |
|
|
| Total tax charge for the period |
( |
|
|||
|
The actual (credit)/charge for the period can be reconciled to the expected charge for the period based on the profit and the standard rate of corporation tax as follows:
|
|||||
| 31 December 2024 | 30 June 2023 | ||||
| £ | £ | ||||
| Profit before tax | 239,380 | 713,627 | |||
| Tax on profit at 25% (UK standard rate) |
|
|
|||
| Goodwill/depreciation not allowed for tax |
|
|
|||
| Expenses not deductible for tax purposes |
|
|
|||
| Capital allowances |
( |
|
|||
| Short term timing differences |
|
( |
|||
| Group relief |
( |
|
|||
| Foreign tax rates |
( |
|
|||
| Total tax charge for the period | (142,340) | 319,172 | |||
10.
Intangible Assets
Group
Company
| Goodwill | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 July 2023 |
|
||
| As at 31 December 2024 |
|
||
...CONTINUED
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
| Amortisation | |||
| As at 1 July 2023 |
|
||
| Provided during the period |
|
||
| As at 31 December 2024 |
|
||
| Net Book Value | |||
| As at 31 December 2024 |
|
||
| As at 1 July 2023 |
|
||
The company had no intangible fixed assets as at 31 December 2024 or 30 June 2023.
11.
Tangible Assets
Group
Company
| Fixtures & Fittings | |
|---|---|
| £ | |
| Cost | |
| As at 1 July 2023 |
|
| Additions |
|
| As at 31 December 2024 |
|
| Depreciation | |
| As at 1 July 2023 |
|
| Provided during the period |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 July 2023 |
|
The company had no tangible fixed assets as at 31 December 2024 or 30 June 2023.
12.
Investments
Company
| Subsidiaries | |
|---|---|
| £ | |
| Cost | |
| As at 1 July 2023 |
|
| As at 31 December 2024 |
|
| Provision | |
| As at 1 July 2023 |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 July 2023 |
|
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
Subsidiaries
Details of the group's subsidiaries as at 31 December 2024 are as follows:
| Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding |
|---|---|---|---|---|
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
- |
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
100.00% |
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
100.00% |
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
100.00% |
|
|
110 Wall, Street New York, NY1005, USA |
|
|
100.00% |
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
100.00% |
|
|
Unit 2 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB |
|
|
100.00% |
13.
Stocks
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
| Payments on account |
( |
( |
|
|
|
|
||
14.
Debtors
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2024 | 30 June 2023 | 31 December 2024 | 30 June 2023 | ||||
| £ | £ | £ | £ | ||||
| Due within one year | |||||||
| Trade debtors |
|
|
|
|
|||
| Amounts owed by group undertakings | - | 7,961,076 | - | - | |||
| Other debtors | 362,409 | 114,064 | 55,624 | 25,475 | |||
|
|
|
|
|
||||
15.
Creditors: Amounts Falling Due Within One Year
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2024 | 30 June 2023 | 31 December 2024 | 30 June 2023 | ||||
| £ | £ | £ | £ | ||||
| Trade creditors |
|
|
|
|
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| Bank loans and overdrafts |
|
|
|
|
|||
| Debentures |
|
|
|
|
|||
| Corporation tax |
|
|
|
|
|||
| Other taxes and social security |
|
|
- | - | |||
| VAT |
|
|
- | - | |||
| Other creditors |
|
|
|
|
|||
| Pension Control |
|
|
|
|
|||
...CONTINUED
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
| Accruals and deferred income |
|
|
|
|
|||
| Amounts owed to group undertakings | - |
|
|
|
|||
| Payments on account |
|
|
|
|
|||
|
|
|
|
|
||||
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Other loans
|
584,683
|
1,001,714
|
|
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|
|
Invoice discounting finance is secured by a fixed and floating charge over the assets of the company, and also by cross guarantees with all trading entities in the Dowlis Global Group Solutions Limited group of companies.
16.
Loans
An analysis of the maturity of loans is given below:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2024 | 30 June 2023 | 31 December 2024 | 30 June 2023 | ||||
| £ | £ | £ | £ | ||||
| Amounts falling due within one year or on demand: | |||||||
| Bank loans |
|
|
|
|
|||
| Debentures |
|
|
|
|
|||
|
|
|
|
|
||||
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2024 | 30 June 2023 | 31 December 2024 | 30 June 2023 | ||||
| £ | £ | £ | £ | ||||
| Amounts falling due between one and five years: | |||||||
| Bank loans | - |
|
|
|
|||
Term loan is denominated in sterling with a nominal interest rate of 3.25% above based rate. he final instalment is due 36 months from the date of draw down.
Security.
The Term loan is secured by way of a fixed and floating charge over the assets of Dowlis Inspired Branding Limited, Dowlis Global Limited, The Inspired Branding Group Limited and Stridage Holdings Limited. There is also a charge over the shares in Dowlis Inspired Branding Inc.
The Director, K C Doherty has also given a personal gaurantee limited to £400,000.
Dowlis Group Global Solutions Limited
Notes to the Financial Statements (continued)
For the Period 1 July 2023 to 31 December 2024
18.
Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
| 31 December 2024 | 30 June 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Not later than one year |
|
|
|
| Later than one year and not later than five years |
|
|
|
|
|
|
||
19.
Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the period the charge to the profit and loss account in respect of defined contribution schemes was £70,640 (2023: £50,652).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
20.
Related Party Disclosures
The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
Other related party transactions
The brother of K C Doherty was employed as a sales consultant in Dowlis Inspired Inc. In the period he charged £296,318 (2023: £215,609) for his services. This had been fully paid at the year end.
The sister of D Lyne was employed as a administrator in thr group. In the period she charged £41,580 for her services. This had been fully paid at the the year end.
21.
Controlling Parties
The company's ultimate controlling party is
K C Doherty
by virtue of their interest in the share capital of the company.