| REGISTERED NUMBER: |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| DUNCAN & TOPLIS LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| DUNCAN & TOPLIS LIMITED |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the Year Ended 31 March 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Statement of Financial Position | 12 |
| Statement of Changes in Equity | 13 |
| Notes to the Financial Statements | 14 |
| DUNCAN & TOPLIS LIMITED |
| COMPANY INFORMATION |
| for the Year Ended 31 March 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| 4th Floor |
| 100 Avebury Boulevard |
| Milton Keynes |
| MK9 1FH |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| STRATEGIC REPORT |
| for the Year Ended 31 March 2025 |
| The directors present their strategic report for the year ended 31 March 2025. |
| REVIEW OF BUSINESS |
| During the year the Duncan & Toplis Group continued to advance further towards our strategic vision that: |
| We will be the firm that clients always choose to work with and where talented people belong. |
| We are committed to nurturing our company culture. The values of Trust, Inclusivity, and Partnership remain central to our actions, shaping how our team interacts with clients, colleagues, and our communities. |
| Business outlook |
| We continue to focus on building our service offering, ensuring that we deliver unparalleled value to our clients. Our dedication to innovation and excellence drives us to refine our processes, embrace new technologies, and deepen our expertise. By continually seeking feedback and staying attuned to the evolving needs of our clients, we aim to enhance our audit services and provide insights that support their success. |
| Environmental, Social, and Governance |
| Being the right kind of business for our team and clients is key to who we are. This is why the work our sustainability group has been doing with our ESG programme is an important part of our future. We will be working on our objectives in this area and with an eye on net zero, yet another example of our team being ready to bring their whole selves to work, sharing their thoughts and ideas on our collective future. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The key risks affecting the company are set out below: |
| Clients |
| To reduce the potential loss of custom, the company values integrity and seeks to conduct its business with professionalism and aspires to provide excellent service in the eyes of our clients. |
| Team |
| The business is dependent upon the professional development, recruitment, and retention of high-quality team members. We continue to invest in training and developing our team. The company respects and cares for its people and invests in their career potential. The company monitors remuneration levels against the wider market and provides a flexible working environment and remuneration package. |
| Liquidity risk |
| The company seeks to manage this risk by ensuring sufficient liquidity is available to meet financial obligations through managing cash generation and applying billing and cash collection targets throughout the company. |
| Legal risk |
| In the ordinary course of business, certain aspects of the company's services are opinion-based and may be subject to challenge. Where appropriate, the company seeks third-party professional corroboration. In addition, the company has appropriate professional indemnity insurance. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| STRATEGIC REPORT |
| for the Year Ended 31 March 2025 |
| Regulatory risk |
| Changes in the regulatory environment that affect the company and its clients may reduce the level of services required, but equally enable the company to take advantage of opportunities. |
| Strategic risk |
| The challenges of integrating acquired companies and/or teams and realising the expected synergies can impact on business performance. The business has identified key roles that will aid in harmonising M&A activity, leading to successful growth. |
| CONCLUSION |
| This year was both successful and transformative for our firm, as we underwent a period of significant growth via acquisition supported by private equity firm, The Blixt Group. We saw robust performance and growth. We take pride in our achievements and are deeply appreciative of the support and contributions from our partners, our people, our clients, and our communities. |
| With a clear and ambitious strategic vision, we are confident and optimistic about our future. Our robust and resilient business model provides a strong foundation. We are eager to continue our journey of excellence and innovation, creating and delivering value and impact to our people, clients, and communities. |
| ON BEHALF OF THE BOARD: |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 March 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the company were the provision of accountancy, taxation, corporate finance, payroll and cloud accounting services to businesses and individuals. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 March 2025. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| DISABLED EMPLOYEES |
| Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 March 2025 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DUNCAN & TOPLIS LIMITED |
| Opinion |
| We have audited the financial statements of Duncan & Toplis Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DUNCAN & TOPLIS LIMITED |
| Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DUNCAN & TOPLIS 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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. |
| In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. |
| However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team: |
| - obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the company operates in and how the company is complying with the legal and regulatory frameworks; |
| - inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; |
| - discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
| As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting correspondence with local tax authorities where available. |
| The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to Money Laundering Regulations 2017, Employment Rights Act 1996 and General Data Protection Regulations (2018). We performed audit procedures to inquire of management whether the company is in compliance with these laws and regulations and inspected correspondence with licensing or regulatory authorities where available. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| DUNCAN & TOPLIS LIMITED |
| The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, substantively testing revenue transactions and challenging judgments and estimates applied. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| 4th Floor |
| 100 Avebury Boulevard |
| Milton Keynes |
| MK9 1FH |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| INCOME STATEMENT |
| for the Year Ended 31 March 2025 |
| 2025 | 2024 |
| Notes | £'000 | £'000 | £'000 | £'000 |
| REVENUE | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 104 | (237 | ) |
| Other operating income |
| OPERATING PROFIT/(LOSS) | 6 | ( |
) |
| Income from fixed asset investments |
| Interest receivable and similar income |
| 1,132 | 3,938 |
| 1,363 | 3,803 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| OTHER COMPREHENSIVE INCOME |
| for the Year Ended 31 March 2025 |
| 2025 | 2024 |
| Notes | £'000 | £'000 |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| STATEMENT OF FINANCIAL POSITION |
| 31 March 2025 |
| 2025 | 2024 |
| Notes | £'000 | £'000 | £'000 | £'000 |
| FIXED ASSETS |
| Intangible assets | 10 |
| Property, plant and equipment | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
( |
) |
| PROVISIONS FOR LIABILITIES | 17 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Capital redemption reserve | 19 |
| Retained earnings | 19 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 March 2025 |
| Called up | Capital |
| share | Retained | redemption | Other | Total |
| capital | earnings | reserve | reserves | equity |
| £'000 | £'000 | £'000 | £'000 | £'000 |
| Balance at 1 April 2023 | ( |
) |
| Changes in equity |
| Purchase of own shares | - | - | (177 | ) | - | (177 | ) |
| Treasury shares cancelled | (1 | ) | - | - | 1 | - |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 March 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2025 |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the Year Ended 31 March 2025 |
| 1. | GENERAL INFORMATION |
| The nature of the company's operations and principal activities are detailed in the Report of the Directors. |
| The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented unless otherwise stated. |
| 2. | STATUTORY INFORMATION |
| Duncan & Toplis Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102"The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Companies Act 2006. There were no material departures from that standard. The financial statements have been prepared under the historical cost convention. |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirement of paragraph 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Duncan & Toplis Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Kinbrook Holdings Limited, registered in England and Wales. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Significant judgements and estimates |
| In the process of applying the company's accounting policies, the company is required to make certain estimates, judgements and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. |
| On an ongoing basis, the company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. |
| The company believes that the estimates and judgements in relation to the useful economic life of goodwill, the impairment of trade debtors and the impairment of amounts recoverable on contract have the most significant impact on the annual results. |
| (i) Useful economic life of goodwill |
| Goodwill, being the amount paid on acquisition of a business or fees is amortised over an estimated useful economic life of 10 years. The useful life is estimated taking into account client retention rates, breadth of service, brand name, regulatory environment, market share, past performance and percentage of recurring fee income. |
| (ii) Impairment of trade debtors |
| The company makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 9 for the carrying value of trade debtors which is stated after an impairment provision of £162k (2024 : £87k). |
| (iii) Impairment of amounts recoverable on contract |
| Services provided to clients, which at the financial reporting date have not been billed, are recognised as amounts recoverable on contract. The company makes an estimate of the recoverable value based on the historical recovery rate for a portfolio of similar clients. See note 9 for the carrying value of amounts recoverable on contract which is stated after an impairment provision of £nil (2024 : £119k). |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Revenue recognition |
| Revenue represents amounts recoverable from clients for professional services provided during the year, excluding value added tax. The company recognises revenue when the amount can be reliably measured and it is probable that economic benefits will flow. |
| Services provided to clients, which at the financial reporting date have not been billed, are recognised as amounts recoverable on contracts. |
| Revenue recognised in this manner is based on an assessment of the fair value of the services provided at the financial reporting date reflecting the stage of completion of the service rendered. Stage of completion is measured by reference to the sales value of work done to date multiplied by the historical recovery rate for a portfolio of similar clients. |
| Goodwill |
| Goodwill, being amounts recognised on multiple business acquisitions since 2014, is being amortised over the useful life of these businesses. We deem the useful life of these businesses to be 10 years. |
| Tangible fixed assets |
| Improvements to property | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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. |
| 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. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Going concern |
| After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements. |
| 4. | REVENUE |
| The revenue and profit before taxation are attributable to the principal activities of the company. |
| An analysis of revenue by class of business is given below: |
| 2025 | 2024 |
| £'000 | £'000 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £'000 | £'000 |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Fee earning team members | 350 | 166 |
| Support team members | 78 | 39 |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director for the year ended 31 March 2025 is as follows: |
| 2025 |
| £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 6. | OPERATING PROFIT/(LOSS) |
| The operating profit (2024 - operating loss) is stated after charging/(crediting): |
| 2025 | 2024 |
| £'000 | £'000 |
| Other operating leases |
| Depreciation - owned assets |
| (Profit)/loss on disposal of fixed assets | ( |
) |
| Goodwill amortisation |
| Auditors' remuneration |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £'000 | £'000 |
| Bank loan interest |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 8. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the year was as follows: |
| 2025 | 2024 |
| £'000 | £'000 |
| Current tax: |
| UK corporation tax | ( |
) |
| Deferred tax | ( |
) |
| Tax on profit | ( |
) |
| 9. | DIVIDENDS |
| The total distribution of dividends for the year was £nil (2024 : £4,518,308). |
| 10. | INTANGIBLE FIXED ASSETS |
| Goodwill |
| £'000 |
| COST |
| At 1 April 2024 |
| Additions |
| At 31 March 2025 |
| AMORTISATION |
| At 1 April 2024 |
| Amortisation for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 11. | PROPERTY, PLANT AND EQUIPMENT |
| Improvements | Fixtures |
| to | Plant and | and | Motor |
| property | machinery | fittings | vehicles | Totals |
| £'000 | £'000 | £'000 | £'000 | £'000 |
| COST |
| At 1 April 2024 |
| Additions |
| Transfer to ownership | 117 | 19 | 7 | - | 143 |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| 12. | FIXED ASSET INVESTMENTS |
| Unlisted |
| investments |
| £'000 |
| COST |
| At 1 April 2024 |
| Disposals | ( |
) |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
| Registered office: 3 Castlegate, Grantham NG31 6SF |
| Nature of business: |
| % |
| Class of shares: | holding |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Registered office: 3 Castlegate, Grantham NG31 6SF |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 3 Castlegate, Grantham NG31 6SF |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 3 Castlegate, Grantham NG31 6SF |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: 3 Castlegate, Grantham NG31 6SF |
| Nature of business: |
| % |
| Class of shares: | holding |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £'000 | £'000 |
| Trade debtors |
| Amounts owed by group undertakings |
| Amounts owed by associates |
| Amounts recoverable on contract |
| Other debtors |
| Prepayments and accrued income |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £'000 | £'000 |
| Payments on account |
| Trade creditors |
| Amounts owed to group undertakings |
| Amounts owed to associates | - | 563 |
| Tax | ( |
) | ( |
) |
| Social security and other taxes |
| VAT | 1,255 | 911 |
| Other creditors |
| Accruals and deferred income |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £'000 | £'000 |
| Other creditors |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2025 | 2024 |
| £'000 | £'000 |
| Within one year |
| Between one and five years |
| In more than five years |
| Operating lease payments principally represent rentals payable by the company for its office premises which have varying lease terms. |
| 17. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £'000 | £'000 |
| Deferred tax |
| Accelerated capital allowances |
| Other timing differences | (39 | ) | (40 | ) |
| 172 | 119 |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 17. | PROVISIONS FOR LIABILITIES - continued |
| Deferred |
| tax |
| £'000 |
| Balance at 1 April 2024 |
| Charge to Income Statement during year |
| Balance at 31 March 2025 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £'000 | £'000 |
| 2,625,066 | B1 | £1 | 2,625 | 2,625 |
| 3,200 | B2 | £1 | 3 | 3 |
| 2,628 | 2,628 |
| 19. | RESERVES |
| Capital |
| Retained | redemption |
| earnings | reserve | Totals |
| £'000 | £'000 | £'000 |
| At 1 April 2024 | 217 |
| Profit for the year | - |
| At 31 March 2025 | 735 |
| 20. | OTHER FINANCIAL COMMITMENTS |
| The company has entered in to a deed of accession and charge in favour of Investec Bank PLC granting the holder fixed and floating charges over the assets of the company. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 21. | RELATED PARTY DISCLOSURES |
| Duncan & Toplis Audit Limited ("DTAL") |
| Formerly known as Duncan & Toplis Limited |
| Subsidiary until 19 September 2023, thereafter an associate entity. |
| During the year the company sold services to DTAL not on an arm's length basis totalling £4,715k (2024 : £1,760k). The terms of these transactions differed from those that would be available to unrelated third parties, in that pricing is determined using alternative metrics and payment is due and subsquently settled immediately using the inter-company loan account. Management considers that these transactions were entered into for commerciality purposes and to adhere to group policy. |
| At the year end, the balance owed from DTAL was £313k (2024 : owed £563k to DTAL). |
| 22. | PARENT COMPANY |
| The company is a subsidiary of Duncan & Toplis Group Limited. The registered office of the parent company is 3 Castlegate, Grantham, Lincolnshire NG31 6SF. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| 23. | BUSINESS COMBINATIONS |
| On 14 February 2025, the company acquired the equity interests and voting rights in Underwood Green Limited, obtaining control. |
| This acquisition contributed £142k revenue and £28k to the group's profit before tax and amortisation of goodwill for the period between the date of acquisition and the reporting date. |
| The directors believe that the book values of the assets and liabilities assumed equal their fair value therefore no revaluation adjustments were required on acquisition except from the below. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out below: |
| Fair values on acquisition |
Book value |
Revaluation adjustments |
Fair value on acquisition |
| Assets and liabilities acquired | £k | £k | £k |
| Tangible assets | 15 | - | 15 |
| Debtors | 774 | (11 | ) | 763 |
| Cash and cash equivalents | 512 | - | 512 |
| Creditors: Amounts falling due within one year | (219 | ) | - | (219 | ) |
| Total identifiable assets | 1,082 | (11 | ) | 1,071 |
| Goodwill | 2,519 |
| Total consideration | 3,590 |
| Satisfied by: |
| Cash | 2,109 |
| Directly attributable costs | 231 |
| Preference shares issued by parent company |
| Contingent consideration | 1,250 |
| Total consideration transferred | 3,590 |
| Cash flow analysis: |
| Cash consideration | 2,340 |
| Less: cash and cash equivalents acquired | (512 | ) |
| Net cash outflow arising on acquisition | 1,828 |
| The goodwill arising on acquisition is attributable to know how and customer relationships. The useful life is estimated to be ten years. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| On 31 January 2025, the company acquired the trade and assets of the business known as ALG Accountants. |
| This acquisition contributed £142k revenue and £12k to the group's profit before tax and amortisation of goodwill for the period between the date of acquisition and the reporting date. |
| The directors believe that the book values of the assets and liabilities assumed equal their fair value therefore no revaluation adjustments were required on acquisition except from the below. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out below: |
| Fair values on acquisition |
Book value |
Revaluation adjustments |
Fair value on acquisition |
| Assets and liabilities acquired | £k | £k | £k |
| Tangible assets | - |
| Debtors | 95 | - | 95 |
| Creditors: Amounts falling due within one year | (5 | ) | - | (5 | ) |
| Total identifiable assets | 90 | - | 90 |
| Goodwill | 2,108 |
| Total consideration | 2,198 |
| Satisfied by: |
| Cash | 1,116 |
| Directly attributable costs | 163 |
| Preference shares issued by parent company | 172 |
| Ordinary shares issued by parent company | 58 |
| Contingent consideration | 689 |
| Total consideration transferred | 2,198 |
| Cash flow analysis: |
| Cash consideration | 1,279 |
| Less: cash and cash equivalents acquired | - |
| Net cash outflow arising on acquisition | 1,279 |
| The goodwill arising on acquisition is attributable to know how and customer relationships. The useful life is estimated to be ten years. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| On 30 August 2024, the company acquired the trade and assets of the business known as Haines Watts North London LLP. |
| This acquisition contributed £1,763k revenue and £227k to the group's profit before tax and amortisation of goodwill for the period between the date of acquisition and the reporting date. |
| The directors believe that the book values of the assets and liabilities assumed equal their fair value therefore no revaluation adjustments were required on acquisition except from the below. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out below: |
| Fair values on acquisition |
Book value |
Revaluation adjustments |
Fair value on acquisition |
| Assets and liabilities acquired | £k | £k | £k |
| Tangible assets | 129 | - | 129 |
| Debtors | 203 | (6 | ) | 197 |
| Creditors: Amounts falling due within one year | (16 | ) | - | (16 | ) |
| Total identifiable assets | 316 | (6 | ) | 310 |
| Goodwill | 8,002 |
| Total consideration | 8,312 |
| Satisfied by: |
| Cash | 3,741 |
| Directly attributable costs | 524 |
| Ordinary shares issued by parent company | 40 |
| Preference shares issued by parent company | 769 |
| Contingent consideration | 3,238 |
| Total consideration transferred | 8,312 |
| Cash flow analysis: |
| Cash consideration | 4,265 |
| Less: cash and cash equivalents acquired | - |
| Net cash outflow arising on acquisition | 4,265 |
| The goodwill arising on acquisition is attributable to know how and customer relationships. The useful life is estimated to be ten years. |
| DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 March 2025 |
| On 18 September 2023 former subsidiary Duncan & Toplis Limited, company number 04544710, registered in England & Wales transferred its non-audit business along with related assets and liabilities via a distribution in specie to the company. The value of the distribution in specie was £3,165k broken down as follows: |
| £k |
| Goodwill | 834 |
| Property, plant and equipment | 1,169 |
| Debtors | 7,322 |
| Bank balance | 758 |
| Creditors | (3,434 | ) |
| Loans | (3,484 | ) |
| Total | 3,165 |
| On 10 October 2023 the aforementioned former subsidiary Duncan & Toplis Limited changed its name to Duncan & Toplis Audit Limited. |