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REGISTERED NUMBER: 09127501 (England and Wales)










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: D A Brain
M N Smith



REGISTERED OFFICE: 3 Castlegate
Grantham
Lincolnshire
NG31 6SF



REGISTERED NUMBER: 09127501 (England and Wales)



SENIOR STATUTORY AUDITOR: Sarah Mason FCA



AUDITORS: RSM UK Audit LLP
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:





D A Brain - Director


9 December 2025

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
D A Brain has held office during the whole of the period from 1 April 2024 to the date of this report.

Other changes in directors holding office are as follows:

M N Smith - appointed 7 June 2024
A N Reynolds - resigned 7 June 2024

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:





D A Brain - Director


9 December 2025

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.




Sarah Mason FCA (Senior Statutory Auditor)
for and on behalf of RSM UK Audit LLP
4th Floor
100 Avebury Boulevard
Milton Keynes
MK9 1FH

9 December 2025

DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501)

INCOME STATEMENT
for the Year Ended 31 March 2025

2025 2024
Notes £'000 £'000 £'000 £'000

REVENUE 4 29,923 14,016

Cost of sales 18,453 9,119
GROSS PROFIT 11,470 4,897

Administrative expenses 11,366 5,134
104 (237 )

Other operating income 127 102
OPERATING PROFIT/(LOSS) 6 231 (135 )

Income from fixed asset investments 1,082 3,931
Interest receivable and similar income 50 7
1,132 3,938
1,363 3,803

Interest payable and similar expenses 7 764 263
PROFIT BEFORE TAXATION 599 3,540

Tax on profit 8 81 (152 )
PROFIT FOR THE FINANCIAL YEAR 518 3,692

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 518 3,692


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

518

3,692

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 12,174 419
Property, plant and equipment 11 1,412 1,062
Investments 12 - 4
13,586 1,485

CURRENT ASSETS
Debtors 13 8,716 7,470
Cash at bank 2,465 1,634
11,181 9,104
CREDITORS
Amounts falling due within one year 14 18,643 7,625
NET CURRENT (LIABILITIES)/ASSETS (7,462 ) 1,479
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,124

2,964

CREDITORS
Amounts falling due after more than
one year

15

(2,589

)

-

PROVISIONS FOR LIABILITIES 17 (172 ) (119 )
NET ASSETS 3,363 2,845

CAPITAL AND RESERVES
Called up share capital 18 2,628 2,628
Capital redemption reserve 19 206 206
Retained earnings 19 529 11
SHAREHOLDERS' FUNDS 3,363 2,845

The financial statements were approved by the Board of Directors and authorised for issue on 9 December 2025 and were signed on its behalf by:




D A Brain - Director


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 2,629 837 383 (1 ) 3,848

Changes in equity
Purchase of own shares - - (177 ) - (177 )
Treasury shares cancelled (1 ) - - 1 -
Dividends - (4,518 ) - - (4,518 )
Total comprehensive income - 3,692 - - 3,692
Balance at 31 March 2024 2,628 11 206 - 2,845

Changes in equity
Total comprehensive income - 518 - - 518
Balance at 31 March 2025 2,628 529 206 - 3,363

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Improvements to property - 10% on cost
Plant and machinery - Between 10% and 33% on cost
Fixtures and fittings - Between 5% and 33% on cost
Motor vehicles - 25% on cost

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
Professional services 29,697 14,012
Other income 226 4
29,923 14,016

5. EMPLOYEES AND DIRECTORS
2025 2024
£'000 £'000
Wages and salaries 15,777 7,719
Social security costs 1,563 799
Other pension costs 1,912 919
19,252 9,437

The average number of employees during the year was as follows:
2025 2024

Fee earning team members 350 166
Support team members 78 39
428 205

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 355,760 141,726
Directors' pension contributions to money purchase schemes 90,000 48,181

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 2

Information regarding the highest paid director for the year ended 31 March 2025 is as follows:
2025
£   
Emoluments etc 173,903
Pension contributions to money purchase schemes 60,000

6. OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

2025 2024
£'000 £'000
Other operating leases 753 327
Depreciation - owned assets 457 233
(Profit)/loss on disposal of fixed assets (6 ) 5
Goodwill amortisation 873 415
Auditors' remuneration 24 18

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£'000 £'000
Bank loan interest 764 263

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 28 (42 )

Deferred tax 53 (110 )
Tax on profit 81 (152 )

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 834
Additions 12,628
At 31 March 2025 13,462
AMORTISATION
At 1 April 2024 415
Amortisation for year 873
At 31 March 2025 1,288
NET BOOK VALUE
At 31 March 2025 12,174
At 31 March 2024 419

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 241 895 146 5 1,287
Additions - 644 20 - 664
Transfer to ownership 117 19 7 - 143
At 31 March 2025 358 1,558 173 5 2,094
DEPRECIATION
At 1 April 2024 14 183 24 4 225
Charge for year 52 363 41 1 457
At 31 March 2025 66 546 65 5 682
NET BOOK VALUE
At 31 March 2025 292 1,012 108 - 1,412
At 31 March 2024 227 712 122 1 1,062

12. FIXED ASSET INVESTMENTS
Unlisted
investments
£'000
COST
At 1 April 2024 4
Disposals (4 )
At 31 March 2025 -
NET BOOK VALUE
At 31 March 2025 -
At 31 March 2024 4

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Richard James Green Limited
Registered office: 3 Castlegate, Grantham NG31 6SF
Nature of business: Dormant
%
Class of shares: holding
Ordinary shares of £1 each 100.00

DUNCAN & TOPLIS LIMITED (REGISTERED NUMBER: 09127501)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 March 2025

12. FIXED ASSET INVESTMENTS - continued

Gary Underwood Limited
Registered office: 3 Castlegate, Grantham NG31 6SF
Nature of business: Dormant
%
Class of shares: holding
Ordinary shares of £1 each 100.00

Kreston Duncan & Toplis Limited
Registered office: 3 Castlegate, Grantham NG31 6SF
Nature of business: Dormant
%
Class of shares: holding
Ordinary shares of £1 each 100.00

Duncan & Toplis Trustees Limited
Registered office: 3 Castlegate, Grantham NG31 6SF
Nature of business: Dormant
%
Class of shares: holding
Ordinary shares of £1 each 100.00

Duncan & Toplis Kreston Limited
Registered office: 3 Castlegate, Grantham NG31 6SF
Nature of business: Dormant
%
Class of shares: holding
Ordinary shares of £1 each 100.00

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£'000 £'000
Trade debtors 5,117 4,241
Amounts owed by group undertakings 350 462
Amounts owed by associates 313 -
Amounts recoverable on contract 2,121 1,603
Other debtors 38 24
Prepayments and accrued income 777 1,140
8,716 7,470

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 67 82
Trade creditors 698 532
Amounts owed to group undertakings 11,589 4,547
Amounts owed to associates - 563
Tax (70 ) (105 )
Social security and other taxes 473 404
VAT 1,255 911
Other creditors 3,319 316
Accruals and deferred income 1,312 375
18,643 7,625

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025 2024
£'000 £'000
Other creditors 2,589 -

16. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2025 2024
£'000 £'000
Within one year 777 578
Between one and five years 2,505 2,266
In more than five years 1,685 2,117
4,967 4,961

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 211 159
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 119
Charge to Income Statement during year 53
Balance at 31 March 2025 172

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 11 206 217
Profit for the year 518 - 518
At 31 March 2025 529 206 735

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.