1.
General Information
Duke & Dexter Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
08845470
. The registered office is Upperton Farm, Upperton, Nr Watlington, OX49 5PB.
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 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2.
Going Concern Disclosure
The directors have reviewed the company's forecasts and projections for the next 12 months, which indicate that the company will have sufficient cash reserves and operating cash flows to meet its obligations as they fall due. The directors are confident that with continued support from its shareholders, the company will continue as a going concern for the foreseeable future. The directors do no consider there to be any material uncertainty in relation to going concern.
2.3.
Significant judgements and estimations
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates if necessary. It also requires management to exercise judgement in applying the company accounting policies.
2.4.
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. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
2.5.
Intangible Fixed Assets and Amortisation - Goodwill
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to the profit and loss account over its estimated economic life of two years.
2.6.
Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Computer software is being amortised evenly over its estimated useful life of three years.
2.7.
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:
| Plant & Machinery |
|
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.8.
Investments
Fixed asset investments are stated at cost less provision for permanent diminution in value.
2.9.
Stocks and Work in Progress
Stocks is valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Duke & Dexter Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 December 2025
2.10.
Financial Instruments
The company has elected to apply the provisions of Section 11 Basic Financial Instruments and Section 12 Other
Financial Instruments Issues of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes a party to the
contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non‑current liabilities. Trade creditors are recognised initially at transaction price and subsequently at amortised cost using the effective interest method.
2.11.
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.
2.12.
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 company'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 year, 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.
Duke & Dexter Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 December 2025
2.13.
Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.14.
Share‑based payments
The company issues share‑based payments to certain employees. These are measured at fair value at the grant date
and recognised as an expense over the vesting period. The corresponding entry is made to equity. The fair value is
based on the estimated value of the shares or options granted, taking into account any performance or service
conditions.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 14 (2024: 12)
4.
Intangible Assets
| Goodwill | Other | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 1 January 2025 |
|
|
|
| Additions |
|
|
|
| As at 30 December 2025 |
|
|
|
| Amortisation | |||
| As at 1 January 2025 |
|
|
|
| Provided during the period |
|
|
|
| As at 30 December 2025 |
|
|
|
| Net Book Value | |||
| As at 30 December 2025 |
|
|
|
| As at 1 January 2025 |
|
|
|
5.
Tangible Assets
| Plant & Machinery | Fixtures & Fittings | Computer Equipment | Total | |
|---|---|---|---|---|
| £ | £ | £ | £ | |
| Cost | ||||
| As at 1 January 2025 |
|
|
|
|
| Additions |
|
|
|
|
| As at 30 December 2025 |
|
|
|
|
| Depreciation | ||||
| As at 1 January 2025 |
|
|
|
|
| Provided during the period |
|
|
|
|
| As at 30 December 2025 |
|
|
|
|
| Net Book Value | ||||
| As at 30 December 2025 |
|
|
|
|
| As at 1 January 2025 |
|
|
|
|
Duke & Dexter Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 December 2025
6.
Investments
| Subsidiaries | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 January 2025 |
|
| Additions |
|
| As at 30 December 2025 |
|
| Provision | |
| As at 1 January 2025 |
|
| As at 30 December 2025 |
|
| Net Book Value | |
| As at 30 December 2025 |
|
| As at 1 January 2025 |
|
Subsidiaries
7.
Stocks
| 2025 | 2024 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
8.
Debtors
| 2025 | 2024 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
|
| Amounts owed by group undertakings | 10,765 | - | |
| Other debtors | 135,638 | 117,428 | |
|
|
|
||
9.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Bank loans and overdrafts |
|
|
|
| Other creditors | 750,133 | 397,330 | |
| Taxation and social security |
|
|
|
|
|
|
||
Duke & Dexter Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 December 2025
10.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Other loans |
|
|
|
Other loans consists of a convertible loan note which is measured at fair value through profit or loss using the effective
interest rate method. The coupon interest rate is 10%.
12.
Related Party Disclosures
Included within debtors is an amount of £10,765 (2024: Nil) due from Duke & Dexter US Inc, a 100% owned subsidiary
company.
13.
Controlling Parties
There is no ultimate controlling party
14.
Share‑based Payment Transactions
The Company operates an Approved EMI Share Option Plan where certain employees are granted options to purchase shares
in the company. On exercise of the options by the employees, the Company issues new shares.
The options are only exercisable on exit ‑ the options have a maximum period of 10 years before they lapse.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options
during the year under the Approved EMI Share Option Plan.
|
2025
No.
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
2025
WAEP £
|
2024
No.
|
2024
WAEP £
|
|
|
Outstanding as at 1st January
|
14,588
|
6.98
|
1,160
|
5.57
|
|
Granted during the year
|
-
|
-
|
13,428
|
7.10
|
|
Lapsed in the year
|
-
|
-
|
-
|
-
|
|
Outstanding at 31 December
|
14,588
![1](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
6.98
|
14,588
|
6.98
|
|
Exercisable at 31 December
|
11,091
|
6.94
|
9,692
|
6.92
|
The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share
options granted during the year is determined using the Black‑Scholes model.
A charge of £7,720 was recognied during the year.