DB Group (Holdings) Limited - Limited company accounts 20.1

DB Group (Holdings) Limited - Limited company accounts 20.1


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REGISTERED NUMBER: 01890135 (England and Wales)





GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

DB GROUP (HOLDINGS) LIMITED

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2019




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Company Cash Flow Statement 15

Notes to the Cash Flow Statements 16

Notes to the Consolidated Financial Statements 18


DB GROUP (HOLDINGS) LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2019







DIRECTORS: V A H Ball
E P Boyle
L E Clinton
M Coles
F Emmett
W B Kendall
W R A Zakers





REGISTERED OFFICE: Wellington Way
Bourn Airfield
Cambridge
Cambridgeshire
CB23 2TQ





REGISTERED NUMBER: 01890135 (England and Wales)





AUDITORS: ECL Howard Watson Smith LLP
Chartered Accountants
& Statutory Auditors
ECL House
Lake Street
Leighton Buzzard
Bedfordshire
LU7 1RT

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

GROUP STRATEGIC REPORT
for the Year Ended 31 December 2019

The directors present their strategic report of the company and the group for the year ended 31 December 2019.

REVIEW OF THE BUSINESS
The Group develops, produces and markets specialist construction materials and services primarily focussed on the theme of 'sustainable and durable' construction.

The renowned Pudlo waterproofing brand leverages and expands on decades of experience in waterproofing concrete structures to provide a comprehensive range of products and services for watertight and gas-tight construction. Today, the Pudlo System includes a full range of design services, incorporating membrane and cavity drain products which can be offered separately, or together to provide dual or triple systems.

The increased focus on these membrane products continues to deliver increasing revenues and market share despite a general contraction in the construction market. Hence future sales growth is expected as confidence returns to the market.

There has been significant progress during 2019 on developing the technology of Cemfree, the Company's ultra-low embodied carbon alternative to ordinary cement. Cemfree's ability to address the needs of various concrete applications has been well demonstrated and important relationships have been built within the relevant market sectors. It is the Company's intention to leverage these relationships and the growing interest in more sustainable construction to seek changes in construction standards to permit more widespread adoption of such technologies. The Company will continue to invest in technical and commercial resources in anticipation of significant sales revenues in the medium term.

The Company's subsidiary MPS Concrete Solutions Ltd undertakes concrete repairs and other construction site services. It has continued to expand its service offering to grow revenues by 14% during 2019; demonstrating this business' further growth potential.

In the quest to significantly grow the Group both nationally and internationally, the Directors have planned for significant organic growth and are also actively seeking opportunities for bolt on acquisitions and joint ventures where these fulfil the objective of increasingly durable and sustainable construction.

PRINCIPAL RISKS AND UNCERTAINTIES
The Group's activities are entirely within the construction and civil engineering industry and demand for its products and services is to some extent subject to the cyclical nature of the industry. However, the Group's products are sold to a wide customer base through both direct and indirect channels. The Directors are confident that planned growth would offset the potential impact on the viability of the business from losing a major customer.

In the UK, the Company provides an industry-leading warranty for goods supplied in respect of its main product range. The risk is managed by applying strict quality control conditions with which the customer must comply before a warranty is issued. The Company's significant investment in a professional quality assurance team has ensured remedial works remain very modest relative to industry norms.

The Company does have exposure to changing foreign exchange rates but the relevant revenues are a small proportion of total turnover.

The Directors do not expect the departure of the UK from the European Union to have any significant adverse effect on the Company's business.

In common with most businesses at this time, the current spread of Covid-19 is a significant risk to the Company. However, the directors believe that the Company currently has adequate resources and are investigating its options should adverse trading conditions persist.

KEY PERFORMANCE INDICATORS - £ THOUSAND
2019 2018 2017 2016 2015

Turnover 6,212 6,269 6,099 5,971 4,744
Pre-tax profit/(loss) (598) 368 717 (150) (1,361)


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

GROUP STRATEGIC REPORT
for the Year Ended 31 December 2019

SOCIAL RESPONSIBILITY
We take our corporate social responsibilities ("CSR") seriously and are committed to advancing our policies and systems to ensure we address and monitor all aspects of CSR that are relevant to our business.

The Company is accredited to a number of standards including ISO 9001 Quality Management System and ISO 14001 Environmental Management System and achieved accreditation to ISO45001 for Occupational Health and Safety in 2019. All of these accreditations demonstrate the Company's commitment to providing quality products and services whilst meeting its social and environmental responsibilities.

The Company also complies with BES 6001 Responsible Sourcing and BBA/EN 934 - product standards that focus on the supply and manufacturing processes of the business. In addition, the Company's Achilles accreditation confirms that we are meeting our customers' requirements in an ethical and safe manner.

As a Company driven largely by technological innovation, our main assets are the talents and skills of the people we employ. Consequently the Company aims to find, engage and retain the highest calibre of employees, and encourages their contribution and development. In addition, the health, safety and welfare of all employees and those who come into contact with our products and activities are of paramount importance to us. We fulfil our regulatory and moral responsibilities by targeting continuous improvements in how we manage health and safety issues.

ON BEHALF OF THE BOARD:





L E Clinton - Director


17 March 2020

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2019

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2019.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2019.

RESEARCH AND DEVELOPMENT
The Group is committed to a programme of research and development activities to develop the next generation of products for the group to manufacture.

FUTURE DEVELOPMENTS
The Group is developing, testing and certifying new products in the waterproofing business unit, and is expanding the range of services offered to assure watertight envelopes. These developments will allow the group to access previously untapped markets, including geographical expansion within the United Kingdom and overseas.

Having developed relationships with a number of key players in the construction industry, Cemfree technology has been refined to provide practicable ultra-low carbon concretes that are delivered using existing infrastructure. Trials and demonstrations will continue with congruent partners who wish to drive sustainability and innovation in the construction sector, establishing the technology as an easy alternative to those legacy materials with higher embodied carbon.

As the Company continues to grow it seeks opportunities to work collaboratively with close partners, to increase vertical integration, and possible adjacent acquisitions where appropriate returns can be delivered.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

V A H Ball
E P Boyle
L E Clinton
M Coles
F Emmett
W B Kendall
W R A Zakers

LAND AND BUILDINGS
It is the opinion of the Directors that the market value of the freehold premises is not less than their carrying value in the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2019

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





L E Clinton - Director


17 March 2020

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DB GROUP (HOLDINGS) LIMITED

Opinion
We have audited the financial statements of DB Group (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2019 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and Notes to the Cash Flow Statements, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2019 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
DB GROUP (HOLDINGS) LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.




Martin Wright FCA MAE (Senior Statutory Auditor)
for and on behalf of ECL Howard Watson Smith LLP
Chartered Accountants
& Statutory Auditors
ECL House
Lake Street
Leighton Buzzard
Bedfordshire
LU7 1RT

24 March 2020

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

CONSOLIDATED INCOME STATEMENT
for the Year Ended 31 December 2019

31.12.19 31.12.18
Notes £    £   

TURNOVER 4 6,212,290 6,269,420

Cost of sales 2,449,121 2,102,018
GROSS PROFIT 3,763,169 4,167,402

Administrative expenses 4,320,119 3,765,444
(556,950 ) 401,958

Other operating income 54,011 61,553
OPERATING (LOSS)/PROFIT 6 (502,939 ) 463,511

Interest receivable and similar income 454 -
(502,485 ) 463,511

Interest payable and similar expenses 7 95,028 95,211
(LOSS)/PROFIT BEFORE TAXATION (597,513 ) 368,300

Tax on (loss)/profit 8 (88,987 ) 39,844
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(508,526

)

328,456
(Loss)/profit attributable to:
Owners of the parent (508,526 ) 328,456

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2019

31.12.19 31.12.18
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (508,526 ) 328,456


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(508,526

)

328,456

Total comprehensive income attributable to:
Owners of the parent (508,526 ) 328,456

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

CONSOLIDATED BALANCE SHEET
31 December 2019

31.12.19 31.12.18
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 205,467 188,136
Tangible assets 11 2,373,297 2,451,227
Investments 12 - -
2,578,764 2,639,363

CURRENT ASSETS
Stocks 13 395,336 412,463
Debtors 14 1,792,713 1,877,070
Cash at bank and in hand 941,173 1,452,882
3,129,222 3,742,415
CREDITORS
Amounts falling due within one year 15 1,290,148 1,300,906
NET CURRENT ASSETS 1,839,074 2,441,509
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,417,838

5,080,872

CREDITORS
Amounts falling due after more than one
year

16

1,174,884

1,329,392
NET ASSETS 3,242,954 3,751,480

CAPITAL AND RESERVES
Called up share capital 20 308,936 308,936
Share premium 21 3,270,165 3,270,165
Retained earnings 21 (336,147 ) 172,379
3,242,954 3,751,480

The financial statements were approved by the Board of Directors on 17 March 2020 and were signed on its behalf by:





L E Clinton - Director


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

COMPANY BALANCE SHEET
31 December 2019

31.12.19 31.12.18
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 205,467 188,136
Tangible assets 11 2,353,683 2,431,602
Investments 12 50,100 50,100
2,609,250 2,669,838

CURRENT ASSETS
Stocks 13 268,259 342,360
Debtors 14 1,404,556 1,514,380
Cash at bank and in hand 807,149 1,164,914
2,479,964 3,021,654
CREDITORS
Amounts falling due within one year 15 1,295,860 1,169,814
NET CURRENT ASSETS 1,184,104 1,851,840
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,793,354

4,521,678

CREDITORS
Amounts falling due after more than one
year

16

1,170,082

1,321,656
NET ASSETS 2,623,272 3,200,022

CAPITAL AND RESERVES
Called up share capital 20 308,936 308,936
Share premium 21 3,270,165 3,270,165
Retained earnings 21 (955,829 ) (379,079 )
2,623,272 3,200,022

Company's (loss)/profit for the financial year (576,750 ) 213,572

The financial statements were approved by the Board of Directors on 17 March 2020 and were signed on its behalf by:





L E Clinton - Director


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2019

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Balance at 1 January 2018 308,936 (156,077 ) 3,270,165 3,423,024

Changes in equity
Total comprehensive income - 328,456 - 328,456
Balance at 31 December 2018 308,936 172,379 3,270,165 3,751,480

Changes in equity
Total comprehensive income - (508,526 ) - (508,526 )
Balance at 31 December 2019 308,936 (336,147 ) 3,270,165 3,242,954

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2019

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Balance at 1 January 2018 308,936 (592,651 ) 3,270,165 2,986,450

Changes in equity
Total comprehensive income - 213,572 - 213,572
Balance at 31 December 2018 308,936 (379,079 ) 3,270,165 3,200,022

Changes in equity
Total comprehensive income - (576,750 ) - (576,750 )
Balance at 31 December 2019 308,936 (955,829 ) 3,270,165 2,623,272

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2019

31.12.19 31.12.18
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (85,312 ) 801,006
Interest paid (77,334 ) (78,792 )
Interest element of hire purchase payments
paid

(17,694

)

(16,419

)
Tax paid (41,118 ) (11,546 )
Net cash from operating activities (221,458 ) 694,249

Cash flows from investing activities
Purchase of intangible fixed assets (51,629 ) (66,538 )
Purchase of tangible fixed assets (175,348 ) (206,016 )
Sale of tangible fixed assets 2,401 6,500
Interest received 454 -
Net cash from investing activities (224,122 ) (266,054 )

Cash flows from financing activities
New HP contracts in year 90,485 141,065
Mortgage repayments in year (56,948 ) (56,060 )
Capital repayments in year (99,666 ) (64,761 )
Net cash from financing activities (66,129 ) 20,244

(Decrease)/increase in cash and cash equivalents (511,709 ) 448,439
Cash and cash equivalents at beginning of
year

2

1,452,882

1,004,443

Cash and cash equivalents at end of year 2 941,173 1,452,882

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

COMPANY CASH FLOW STATEMENT
for the Year Ended 31 December 2019

31.12.19 31.12.18
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 24,110 599,295
Interest paid (77,334 ) (78,434 )
Interest element of hire purchase payments
paid

(17,091

)

(15,565

)
Tax paid (10,867 ) (363 )
Net cash from operating activities (81,182 ) 504,933

Cash flows from investing activities
Purchase of intangible fixed assets (51,629 ) (66,538 )
Purchase of tangible fixed assets (164,429 ) (194,318 )
Sale of tangible fixed assets 2,401 6,500
Interest received 454 -
Net cash from investing activities (213,203 ) (254,356 )

Cash flows from financing activities
New HP contracts in year 90,485 141,065
Mortgage repayments in year (56,948 ) (56,060 )
Capital repayments in year (96,917 ) (62,184 )
Net cash from financing activities (63,380 ) 22,821

(Decrease)/increase in cash and cash equivalents (357,765 ) 273,398
Cash and cash equivalents at beginning of
year

2

1,164,914

891,516

Cash and cash equivalents at end of year 2 807,149 1,164,914

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CASH FLOW STATEMENTS
for the Year Ended 31 December 2019

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
Group
31.12.19 31.12.18
£    £   
(Loss)/profit before taxation (597,513 ) 368,300
Depreciation charges 287,577 258,803
Profit on disposal of fixed assets (2,401 ) (6,500 )
Finance costs 95,028 95,211
Finance income (454 ) -
(217,763 ) 715,814
Decrease/(increase) in stocks 17,127 (91,160 )
Decrease/(increase) in trade and other debtors 187,846 (64,265 )
(Decrease)/increase in trade and other creditors (72,522 ) 240,617
Cash generated from operations (85,312 ) 801,006

Company
31.12.19 31.12.18
£    £   
(Loss)/profit before taxation (664,101 ) 219,436
Depreciation charges 276,647 253,678
Profit on disposal of fixed assets (2,401 ) (6,500 )
Finance costs 94,425 93,999
Finance income (454 ) -
(295,884 ) 560,613
Decrease/(increase) in stocks 74,101 (170,912 )
Decrease/(increase) in trade and other debtors 208,042 (15,876 )
Increase in trade and other creditors 37,851 225,470
Cash generated from operations 24,110 599,295

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statements in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Group Company
Year ended 31 December 2019
31.12.19 1.1.19 31.12.19 1.1.19
£    £    £    £   
Cash and cash equivalents 941,173 1,452,882 807,149 1,164,914
Year ended 31 December 2018
31.12.18 1.1.18 31.12.18 1.1.18
£    £    £    £   
Cash and cash equivalents 1,452,882 1,004,443 1,164,914 891,516


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CASH FLOW STATEMENTS
for the Year Ended 31 December 2019

3. ANALYSIS OF CHANGES IN NET DEBT

Group
At 1.1.19 Cash flow At 31.12.19
£    £    £   
Net cash
Cash at bank and in hand 1,452,882 (511,709 ) 941,173
1,452,882 (511,709 ) 941,173
Debt
Finance leases (301,187 ) 9,181 (292,006 )
Debts falling due within 1 year (52,837 ) (2,185 ) (55,022 )
Debts falling due after 1 year (1,116,033 ) 59,132 (1,056,901 )
(1,470,057 ) 66,128 (1,403,929 )
Total (17,175 ) (445,581 ) (462,756 )
Company
At 1.1.19 Cash flow At 31.12.19
£    £    £   
Net cash
Cash at bank and in hand 1,164,914 (357,765 ) 807,149
1,164,914 (357,765 ) 807,149
Debt
Finance leases (290,701 ) 6,432 (284,269 )
Debts falling due within 1 year (52,837 ) (2,185 ) (55,022 )
Debts falling due after 1 year (1,116,033 ) 59,132 (1,056,901 )
(1,459,571 ) 63,379 (1,396,192 )
Total (294,657 ) (294,386 ) (589,043 )

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2019

1. STATUTORY INFORMATION

DB Group (Holdings) 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group accounts consolidate those of the company and of its subsidiaries. The accounts of each company in the group have been prepared to 31 December 2019. All intra-group profits and transactions are eliminated on consolidation. The accounts of David Ball Asia Pte Limited are not consolidated in the group accounts as they are considered to be immaterial.

Turnover
The group's turnover represents the value, excluding value added tax and trade discounts, of goods and services supplied to customers during the year. Revenue is recognised when the goods or services have been supplied to the customer and a right to consideration arises therefrom.

Intangible assets
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.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 2% on cost
Plant and machinery - 33% on cost and 15% on cost
Fixtures and fittings - 33% on cost
Motor vehicles - 20% to 33% on cost and 25% on cost
Computer equipment - 50% on cost

No depreciation is provided on freehold land.

Stocks
Stock is valued at the lower of cost and net realisable value.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

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 balance sheet date.


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is amortised over 5 years where the directors are satisfied as to the technical, commercial and financial viability of individual projects. Otherwise the development expenditure is charged to the income statement in the year it is incurred.

Foreign currencies
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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the income statement so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals payable under operating leases are charged against income on a straight line basis over the lease term.

Pensions
The group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the income statement in the year they are payable.

Debtors and creditors receivable/payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in administrative expenses.

4. TURNOVER

The turnover and loss (2018 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.19 31.12.18
£    £   
United Kingdom 5,592,743 5,641,693
European Community 28,847 31,995
Other 590,700 595,732
6,212,290 6,269,420

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

5. EMPLOYEES AND DIRECTORS
31.12.19 31.12.18
£    £   
Wages and salaries 2,628,039 2,403,289
Social security costs 284,518 248,359
Other pension costs 201,036 146,861
3,113,593 2,798,509

The average number of employees during the year was as follows:
31.12.19 31.12.18

Directors 7 6
Sales and Administration 29 26
Manufacturing and Site 34 28
70 60

The average number of employees by undertakings that were proportionately consolidated during the year was 70 (2018 - 60 ) .

31.12.19 31.12.18
£    £   
Directors' remuneration 340,959 279,080
Directors' pension contributions to money purchase schemes 27,478 21,560

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

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
31.12.19 31.12.18
£    £   
Emoluments etc 179,034 178,947
Pension contributions to money purchase schemes 17,328 16,866

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

6. OPERATING (LOSS)/PROFIT

The operating loss (2018 - operating profit) is stated after charging/(crediting):

31.12.19 31.12.18
£    £   
Other operating leases 36,299 51,388
Depreciation - owned assets 142,441 153,392
Depreciation - assets on hire purchase contracts 110,837 77,734
Profit on disposal of fixed assets (2,401 ) (6,500 )
Patents and licences amortisation 34,298 27,677
Auditors' remuneration 14,500 17,430
Auditors' remuneration for
audit of subsidiary 6,000 6,070
Auditors' remuneration for
non-audit services 3,035 3,117
Foreign exchange differences (5,695 ) (18,591 )
Development costs 60,198 45,187
Leased motor vehicles 14,621 29,124
Inventory recognised as an expense 1,732,178 1,438,508

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.19 31.12.18
£    £   
Bank loan interest 14,334 15,220
Other interest paid 63,000 63,572
Hire purchase 17,694 16,419
95,028 95,211

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
31.12.19 31.12.18
£    £   
Current tax:
UK corporation tax (22,461 ) 30,251
Underprovision for earlier
years (4,593 ) -
Total current tax (27,054 ) 30,251

Deferred tax (61,933 ) 9,593
Tax on (loss)/profit (88,987 ) 39,844

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

8. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.19 31.12.18
£    £   
(Loss)/profit before tax (597,513 ) 368,300
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19% (2018 - 19%)

(113,527

)

69,977

Effects of:
Expenses not deductible for tax purposes 5,906 1,521
Adjustments to tax charge in respect of previous periods 47,155 -
Research and development tax credit (22,461 ) (51,564 )
Losses not deductible for tax purposes 3,544 11,295
Deferred tax previously not provided - 2,480
Change of tax rate (9,604 ) 6,135
Total tax (credit)/charge (88,987 ) 39,844

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Patents
and
licences
£   
COST
At 1 January 2019 394,434
Additions 51,629
Disposals (89,749 )
At 31 December 2019 356,314
AMORTISATION
At 1 January 2019 206,298
Amortisation for year 34,298
Eliminated on disposal (89,749 )
At 31 December 2019 150,847
NET BOOK VALUE
At 31 December 2019 205,467
At 31 December 2018 188,136

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

10. INTANGIBLE FIXED ASSETS - continued

Company
Patents
and
licences
£   
COST
At 1 January 2019 394,434
Additions 51,629
Disposals (89,749 )
At 31 December 2019 356,314
AMORTISATION
At 1 January 2019 206,298
Amortisation for year 34,298
Eliminated on disposal (89,749 )
At 31 December 2019 150,847
NET BOOK VALUE
At 31 December 2019 205,467
At 31 December 2018 188,136

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST
At 1 January 2019 2,240,470 584,497 203,288
Additions - 7,935 22,868
Disposals - (584 ) -
At 31 December 2019 2,240,470 591,848 226,156
DEPRECIATION
At 1 January 2019 291,005 423,545 192,972
Charge for year 44,546 53,526 8,370
Eliminated on disposal - (584 ) -
At 31 December 2019 335,551 476,487 201,342
NET BOOK VALUE
At 31 December 2019 1,904,919 115,361 24,814
At 31 December 2018 1,949,465 160,952 10,316

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

11. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2019 447,901 120,337 3,596,493
Additions 134,044 10,501 175,348
Disposals (15,550 ) (21,756 ) (37,890 )
At 31 December 2019 566,395 109,082 3,733,951
DEPRECIATION
At 1 January 2019 154,604 83,140 1,145,266
Charge for year 120,175 26,661 253,278
Eliminated on disposal (15,550 ) (21,756 ) (37,890 )
At 31 December 2019 259,229 88,045 1,360,654
NET BOOK VALUE
At 31 December 2019 307,166 21,037 2,373,297
At 31 December 2018 293,297 37,197 2,451,227

Included within freehold property is land which has a cost of £300,000 and is not depreciated.

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 January 2019 447,901
Additions 90,039
Disposals (15,550 )
At 31 December 2019 522,390
DEPRECIATION
At 1 January 2019 154,604
Charge for year 110,837
Eliminated on disposal (15,550 )
At 31 December 2019 249,891
NET BOOK VALUE
At 31 December 2019 272,499
At 31 December 2018 293,297

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

11. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
Freehold Plant and and
property machinery fittings
£    £    £   
COST
At 1 January 2019 2,240,470 572,799 203,288
Additions - - 19,884
Disposals - (584 ) -
At 31 December 2019 2,240,470 572,215 223,172
DEPRECIATION
At 1 January 2019 291,005 421,980 192,972
Charge for year 44,546 46,735 7,790
Eliminated on disposal - (584 ) -
At 31 December 2019 335,551 468,131 200,762
NET BOOK VALUE
At 31 December 2019 1,904,919 104,084 22,410
At 31 December 2018 1,949,465 150,819 10,316

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2019 433,663 120,337 3,570,557
Additions 134,044 10,501 164,429
Disposals (15,550 ) (21,756 ) (37,890 )
At 31 December 2019 552,157 109,082 3,697,096
DEPRECIATION
At 1 January 2019 149,858 83,140 1,138,955
Charge for year 116,616 26,661 242,348
Eliminated on disposal (15,550 ) (21,756 ) (37,890 )
At 31 December 2019 250,924 88,045 1,343,413
NET BOOK VALUE
At 31 December 2019 301,233 21,037 2,353,683
At 31 December 2018 283,805 37,197 2,431,602

Included within freehold property is land which has a cost of £300,000 and is not depreciated.

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

11. TANGIBLE FIXED ASSETS - continued

Company

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
At 1 January 2019 433,663
Additions 90,039
Disposals (15,550 )
At 31 December 2019 508,152
DEPRECIATION
At 1 January 2019 149,858
Charge for year 107,278
Eliminated on disposal (15,550 )
At 31 December 2019 241,586
NET BOOK VALUE
At 31 December 2019 266,566
At 31 December 2018 283,805

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2019
and 31 December 2019 50,130
PROVISIONS
At 1 January 2019
and 31 December 2019 30
NET BOOK VALUE
At 31 December 2019 50,100
At 31 December 2018 50,100

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Greencem Limited
Registered office: Wellington Way, Bourn Airfield, Cambridge, CB23 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

The capital and reserves of this company totalled £Nil at 31 December 2019 (2018 - £Nil).

Cemfree Limited
Registered office: Wellington Way, Bourn Airfield, Cambridge, CB23 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

The capital and reserves of this company totalled £Nil at 31 December 2019 (2018 - £Nil).

Pudlo Limited
Registered office: Wellington Way, Bourn Airfield, Cambridge, CB23 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
31.12.19 31.12.18
£    £   
Aggregate capital and reserves 100 100

David Ball Asia Pte Limited
Registered office: 20 Soo Chow Rise, Singapore, 575462
Nature of business: Sales agent for DB Group (Holdings) Limited
%
Class of shares: holding
Ordinary 100.00

This company was set up during 2012. This company has not been consolidated as the directors consider the effect to be immaterial.

M.P.S. Concrete Solutions Limited
Registered office: ECL House, Lake Street, Leighton Buzzard, LU7 1RT
Nature of business: Concrete remedial work
%
Class of shares: holding
Ordinary 100.00
31.12.19 31.12.18
£    £   
Aggregate capital and reserves 387,318 300,438
Profit for the year 86,880 174,327

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

12. FIXED ASSET INVESTMENTS - continued

Pudlo Middle East Building Materials LLC
Registered office: Unit 111, Arenco Office Building, Dubai Investment Park 2, Dubai, UAE
Nature of business: Sale of building materials
%
Class of shares: holding
Ordinary 100.00
31.12.19 31.12.18
£    £   
Aggregate capital and reserves 282,465 301,120
Loss for the year (18,655 ) (59,443 )

David Ball Group Limited
Registered office: Wellington Way, Bourn Airfield, Cambridge, CB23 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

The capital and reserves of this company totalled £Nil at 31 December 2019 (2018 - £Nil).


13. STOCKS

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Raw materials 395,336 412,463 268,259 342,360

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Trade debtors 1,372,140 1,374,675 1,006,761 992,287
Amounts owed by group undertakings - - 8,640 58,850
Other debtors 70,930 193,237 68,693 191,205
Tax 48,274 6,718 48,274 6,718
Deferred tax asset 218,208 156,275 216,666 160,004
Prepayments and accrued income 83,161 146,165 55,522 105,316
1,792,713 1,877,070 1,404,556 1,514,380

Deferred tax asset
Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Deferred tax 218,208 156,275 216,666 160,004

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Other loans (see note 17) 55,022 52,837 55,022 52,837
Hire purchase contracts (see note 18) 174,023 87,828 171,088 85,078
Trade creditors 462,805 415,239 369,684 357,087
Amounts owed to group undertakings - - 191,833 50,434
Tax 3,635 30,251 - -
Social security and other taxes 73,118 73,401 66,449 66,957
VAT 164,446 164,344 137,878 135,919
Other creditors 49,385 22,211 49,330 21,136
Accruals and deferred income 307,714 454,795 254,576 400,366
1,290,148 1,300,906 1,295,860 1,169,814

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Other loans (see note 17) 1,056,901 1,116,033 1,056,901 1,116,033
Hire purchase contracts (see note 18) 117,983 213,359 113,181 205,623
1,174,884 1,329,392 1,170,082 1,321,656

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Amounts falling due within one year or on demand:
Other loans 55,022 52,837 55,022 52,837
Amounts falling due between one and two years:
Other loans - 1-2 years 57,298 55,022 57,298 55,022
Senior Unsecured Loan Notes 700,000 - 700,000 -
757,298 55,022 757,298 55,022
Amounts falling due between two and five years:
Other loans - 2-5 years 186,511 179,103 186,511 179,103
Senior Unsecured Loan Notes - 700,000 - 700,000
186,511 879,103 186,511 879,103
Amounts falling due in more than five years:
Repayable by instalments
Other loans - over 5 years 113,092 181,908 113,092 181,908

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

17. LOANS - continued

Other loans consist of an HSBC mortgage on which interest is charged at 2.5% above the HSBC base rate.
In view of the loss for the year, the company was in breach of its loan covenants in respect of that mortgage at 31 December 2019. The lender has confirmed that it does not intend to take any action with regard to those breaches, so the company has continued to disclose the liability according to the scheduled repayment dates. Should further breaches occur, the lender has the right to demand immediate repayment which would require the reclassification of the whole balance as a current liability.

Details of the interest rate on the Senior Unsecured Loan Notes are given in note 20.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
31.12.19 31.12.18
£    £   
Gross obligations repayable:
Within one year 186,427 102,320
Between one and five years 124,289 222,901
310,716 325,221

Finance charges repayable:
Within one year 12,404 14,492
Between one and five years 6,306 9,542
18,710 24,034

Net obligations repayable:
Within one year 174,023 87,828
Between one and five years 117,983 213,359
292,006 301,187

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

18. LEASING AGREEMENTS - continued

Company
Hire purchase contracts
31.12.19 31.12.18
£    £   
Gross obligations repayable:
Within one year 183,074 98,968
Between one and five years 119,333 214,593
302,407 313,561

Finance charges repayable:
Within one year 11,986 13,890
Between one and five years 6,152 8,970
18,138 22,860

Net obligations repayable:
Within one year 171,088 85,078
Between one and five years 113,181 205,623
284,269 290,701

19. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
31.12.19 31.12.18 31.12.19 31.12.18
£    £    £    £   
Other loans 411,923 468,870 411,923 468,870
Hire purchase contracts 292,006 301,187 284,269 290,701
703,929 770,057 696,192 759,571

The company's bankers hold a first legal charge over the company's freehold premises and a debenture dated 25 November 2004 over all present freehold and leasehold property, a first fixed charge over book and other debts both present and future and a first floating charge over all assets both present and future.

Hire purchase liabilities are secured against the relevant assets.

DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.18 31.12.17
Value: £ £
60,461 'A' Ordinary shares £1 60,461 60,461
39,806 'B' Ordinary shares £1 39,806 39,806
169,280 'C' Ordinary shares £1 169,280 169,280
39,389 'D' Ordinary shares £1 39,389 39,389
308,936 308,936

'A', 'B' and 'C' Ordinary shares carry one vote per share and rank equally for dividends and for any distribution on a winding up, save for a variation of the voting rights attaching to the 'A' Ordinary shares relating to the appointment of Directors, as detailed below.

'D' Ordinary shares do not carry voting rights but rank equally with the 'A', 'B' and 'C' Ordinary shares in all other respects.

On 1 July 2012 the company issued Senior Unsecured Loan Notes with Warrants, to the value of £2,000,000. These were for a five year term with an early repayment option after year 3 and bore interest at 9% per annum payable quarterly. Noteholders had warrants enabling them to acquire shares in the company on the following terms:
- Warrants will entitle the holder to acquire ordinary shares of up to 20% of the loan note (up to £400,000)
- Exercisable at a 10% premium to the stated share price of £21.88
- Exercisable at any time in the three weeks following the AGM in each year of the loan note only.
By 31 December 2017, notes to the value of £1,300,000 had been repaid and the remaining £700,000 had been renewed for a further four year period on the same terms. Warrants were exercised in respect of 1,661 'A' Ordinary shares and these were issued on 23 June 2017 at a premium of £23.07 per share.

On 23 June 2017, 110,480 'C' Ordinary shares were issued for Nil consideration pursuant to an investment agreement made on 24 February 2015. An amount equivalent to the nominal value of those shares was debited to the Share Premium account as equivalent to a bonus issue.

21. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2019 172,379 3,270,165 3,442,544
Deficit for the year (508,526 ) (508,526 )
At 31 December 2019 (336,147 ) 3,270,165 2,934,018

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2019 (379,079 ) 3,270,165 2,891,086
Deficit for the year (576,750 ) (576,750 )
At 31 December 2019 (955,829 ) 3,270,165 2,314,336


DB GROUP (HOLDINGS) LIMITED (REGISTERED NUMBER: 01890135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2019

22. PENSION COMMITMENTS

Contributions payable by the group for the year amounted to £201,037 (2018 - £146,861).

£37,742 was outstanding at the balance sheet date (2018 - £12,518).

23. ULTIMATE PARENT COMPANY

Wheatsheaf Group Limited is regarded by the directors as being the company's ultimate parent company.

24. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
31.12.19 31.12.18
£    £   
Purchases 49,334 43,291
Amount due to related party 700,000 700,000

Entities over which the entity has control, joint control or significant influence
31.12.19 31.12.18
£    £   
Sales 232,243 77,501
Purchases 40,898 62,990
Amount due from related party - 8,416
Amount due to related party 183,193 -