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Dael Ventures Limited
Registered number: 08810983
Annual report and
financial statements
For the year ended 31 December 2019
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DAEL VENTURES LIMITED
COMPANY INFORMATION
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Mr C A J Dick (resigned 8 February 2020)
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Mr W Young (resigned 17 June 2019)
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Mr M Van Noord (appointed 8 February 2020)
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Steinhoff Building Formal Industrial Park
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Chartered Accountants & Statutory Auditor
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DAEL VENTURES LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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DAEL VENTURES LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors are pleased to present their report for the year to 31 December 2019.
The Group is committed to delivering organic growth through designing, building, and commissioning communications networks.
Turnover for the year was £16,648,081 (2018: £15,761,276); the group made a profit for the year of £260,232 (2018: £1,502,963). Of the profit for the year, £4,690 of loss is attributable to non-controlling interests (2018: profit of £285,502 profit), which means that a profit of £246,922 is attributable to the group (2018: £1,217,461).
The company has continued to invest in its ability to perform larger contracts, broadening its support footprint to provide an increased service in its markets across the UK. The company has won larger long-term contracts, and has invested in the infrastructure to support these contracts.
Principal risks and uncertainties
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The company principally works in the cellular telecoms infrastructure markets. Works volumes can fluctuate. The company trades with Europe, leading to some currency based risk against the Euro. These risks are monitored and mitigated where deemed appropriate
Financial key performance indicators
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The directors use a number of measures to assess the performance of the business which they consider to be commercially sensitive and are not discussed in this report. In addition to those measures, the directors believe that the metrics described above are sufficient for an understanding of the financial performance of the business.
Other key performance indicators
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The directors promote a strong health and safety culture in the business. They use a number of measures to assess the performance of the business in this regard.
This report was approved by the board on 23 December 2020 and signed on its behalf.
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DAEL VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their report and the financial statements for the year ended 31 December 2019.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 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 for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.
The profit for the year, after taxation and minority interests, amounted to £264,922 (2018 - £1,217,461).
The directors paid a dividend of £587,400 in the year (2018 - £nil).
The directors who served during the year were:
Mr C A J Dick (resigned 8 February 2020)
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Mr W Young (resigned 17 June 2019)
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The company will continue to operate in its existing telecoms channels that have been established to date, whilst diversifying its portfolio by promoting a broader range of business through its existing channel.
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DAEL VENTURES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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The COVID-19 outbreak became a global pandemic in March 2020 which is after the balance sheet date. The full impact of the pandemic and its assocated economic downturn and its duration is not fully known. The group has continued to operate throughout the pandemic, with many of its services relating to the support of critical infrastructure and the associated employees considered to be key workers. As a result, the core areas of the business have only been impacted to a limited extent. Many large events have been cancelled during the lock down period and therefore the group's events business has reduced. The directors and senior management took steps to mitigate any impact of the reduction in activity and have made some use of government measures such as the job retention scheme. The directors principal objectives throughout the period has been to protect the health and safety of their employees in the safe performance of their duties and to ensure that group has sufficient resources to operate through the pandemic period and beyond.
The auditor, Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 23 December 2020 and signed on its behalf.
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DAEL VENTURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAEL VENTURES LIMITED
Opinion
We have audited the financial statements of Dael Ventures Limited (the 'parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2019 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows 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 FRS 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 and the parent Company’s affairs as at 31 December 2019 and of the Group's 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 Auditor’s 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.
The impact of the outbreak of COVID-19 on the financial statements
In forming our opinion on the company financial statements, which is not modified, we draw your attention to the Directors' view on the impact of COVID-19 as disclosed on page 3, and the consideration in the going concern basis of preparation on page 16 and non-adjusting post balance sheet events on page 33.
Since the balance sheet date there has been a global pandemic from the outbreak of COVID-19. The impact of COVID-19 became significant in March 2020 and has caused widespread disruption to normal patterns of business activity across the world, including the UK.
The impact of COVID-19 continues to evolve and, based on the information available at this point in time, the directors have assessed the impact of COVID-19 on the business and have concluded that COVID-19 is a non-adjusting post balance sheet event and that adopting the going concern basis for preparation of the financial statements is appropriate.
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DAEL VENTURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAEL VENTURES LIMITED
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 and the parent Company’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 included in the annual report, other than the financial statements and our auditor’s report 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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.
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DAEL VENTURES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAEL VENTURES LIMITED
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement set out on page 2, 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 is 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 intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report 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 auditor’s report.
Use of the audit 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 an auditor's report 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.
Jonathan Marchant (Senior statutory auditor)
for and on behalf of
Mazars LLP
Chartered Accountants and Statutory Auditor
90 Victoria Street
Bristol
BS1 6DP
23 December 2020
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DAEL VENTURES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
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Interest payable and expenses
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(Loss)/profit before taxation
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Profit for the financial year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Non-controlling interests
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Owners of the parent Company
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Total comprehensive income for the year attributable to:
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Owners of the parent Company
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The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
REGISTERED NUMBER: 08810983
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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Non-controlling interests
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2020.
The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
REGISTERED NUMBER: 08810983
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Net assets excluding pension asset
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2020.
The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
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Equity attributable to owners of parent Company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Profit/(Loss) for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
Cash flows from operating activities
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(Loss)/profit for the financial year
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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(Increase)/decrease in debtors
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Decrease/(increase) in amounts owed by groups
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(Increase) in amounts owed by associates
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Increase/(decrease) in creditors
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Increase in amounts owed to groups
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Increase in amounts owed to associates
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of share in associates
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Net cash from investing activities
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DAEL VENTURES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
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Cash flows from financing activities
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Repayment of/new finance leases
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Loans from group companies repaid
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Dividends paid to non controlling interests
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2019
The notes on pages 15 to 34 form part of these financial statements.
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Dael Ventures Limited Limited is a private company limited by shares, incorporated in England & Wales. The registered office is Steinhoff Building Formal Industrial Park, Northway Lane, Tewkesbury, Gloucestershire GL20 8GY, which is also the principal place of business of the company. The company’s principal activity is that of a holding company. The group's principal activities are the installation and supply of telecommunications networks.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
The directors have reviewed the anticipated performance for a period of at least twelve months from the date of the approval of the financial statements. They have taken into consideration the continuing impact of the global COVID-19 pandemic in making this assessment which include potential disruption to events and changes in customer demand. The group has traded profitably during the pandemic and forecasts this to continue. The directors are confindent that there is sufficient headroom in the cash forecasts to operate for the foreseeable future. Notwithstanding this the group is in the final stages of agreeing a business interuption loan with the bank to provide additional liquidity should this be required. At the point of approving these financial statements this facility is not in place, but the shareholders have given assurance that additional funds will be provided to support the goup if this were required, even though not expected. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. Accordingly, these financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may arise if the company was unable to continue as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2018 to continue to be charged over the period to the first market rent review rather than the term of the lease.
- 17 -
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined
- 18 -
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|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Current and deferred taxation (continued)
|
using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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S/Term Leasehold Property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Associates and joint ventures
|
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
- 19 -
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Associates and joint ventures (continued)
|
Any premium on acquisition is dealt with in accordance with the goodwill policy.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
- 20 -
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
Impairment of Trade Debtors and accrued income balances
The company trades with a large and varied number of customers on credit terms. Some debts due will not be paid through the default of a small number of customers. The company uses estimates based on historical experience and current information in determining the level of debts for which an impairment charge is required and also whether any accrued income balances are recoverable. The level of impairment required is reviewed on an ongoing basis.
- 21 -
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The whole of the turnover is attributable to the designing, building and commissioning of communications networks.
Analysis of turnover by country of destination:
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The operating (loss)/profit is stated after charging:
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Other operating lease rentals
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Fees payable to the Group's auditor and its associates for the audit of the Group's annual accounts
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Fees payable to the Group's auditor and its associates in respect of:
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Other services relating to taxation
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The company audit fee was £2,000 (2018: £1,250) and non audit fees relating to accounts preparation and taxation £1,650 (2018: £1,500).
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- 22 -
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|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Directors pension costs - money purchase schemes
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During the year retirement benefits were accruing to 2 directors (2018 - 2) in respect of defined contribution pension schemes.
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Interest payable and similar expenses
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Loans from group undertakings
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- 23 -
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|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of previous periods
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Taxation on (loss)/profit on ordinary activities
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Factors affecting tax charge for the year
|
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The tax assessed for the year is lower than (2018 - lower than) the standard rate of corporation tax in the UK of19% (2018 - 19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods
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Adjustment to closing deferred tax to average rate of 19%
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Adjustment to opening deferred tax to average rate of 19%
|
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Adjustment to tax charge of prior years - deferred tax
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Deferred tax not recognised
|
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|
Total tax charge for the year
|
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|
- 24 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
10.Taxation (continued)
|
|
Factors that may affect future tax charges
|
As at the year-end, the substantially enacted Finance Act 2016 legislation provided that the main rate of corporation tax would fall to 17% with effect from 1 April 2020. Subsequent to the year-end, on 17 March 2020, the Finance Act 2020 was substantially enacted stating that the corporation tax rate applicable from 1 April 2020 would remain at 19% rather than the previously enacted fall to 17%.
As a non-adjusting post balance sheet event, the deferred tax recognised in the financial statements has not been adjusted to reflect this change, being based on the previously enacted rate of 17%.
|
|
Parent company profit for the year
|
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £444,687 (2018 - £74,881).
- 25 -
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|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
|
S/Term Leasehold Property
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Charge for the year on owned assets
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The company does not hold any tangible fixed assets.
|
- 26 -
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|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
13.Tangible fixed assets (continued)
|
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The net book value of land and buildings may be further analysed as follows:
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Investments in associates
|
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Investments in subsidiary companies
|
Investments in associates
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- 27 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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The following were subsidiary undertakings of the Company:
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Bespoke Power Solutions Global Limited
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The aggregate of the share capital and reserves as at 31 December 2019 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
|
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Bespoke Power Solutions Global Limited
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Bespoke Power Solutions Global Limited, Jistics Limited and Waveambda Limited are exempt from audit under section 479A of the Companies Act 2006 relating to subsidiary companies and as such Dael Ventures Limited has given a guarantee under section 479C of the Companies Act 2006.
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Finished goods and goods for resale
|
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
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Stock recognised in cost of sales during the year as an expense was £1,117,408 (2018 - £2,629,978).
An impairment loss of £Nil (2018: £Nil) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.
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- 28 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
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Amounts owed by group undertakings
|
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Amounts owed by joint ventures and associated undertakings
|
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Prepayments and accrued income
|
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Cash and cash equivalents
|
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Creditors: Amounts falling due within one year
|
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Amounts owed to group undertakings
|
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Amounts owed to associates
|
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Other taxation and social security
|
|
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|
|
Obligations under finance lease and hire purchase contracts
|
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|
Accruals and deferred income
|
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- 29 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
Creditors: Amounts falling due after more than one year
|
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Amounts owed to group undertakings
|
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Creditor amounts falling due after more than one year relate to unsecured loans from the parent company, MAK Holding Limited, and Mr C Dick, a former director and shareholder. Both loans are chargeable at 5% interest of the outstanding balance and both are repayable at the discretion of the company.
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Financial assets measured at fair value through profit or loss
|
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Financial assets that are debt instruments measured at amortised cost
|
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Financial liabilities measured at amortised cost
|
|
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|
|
Financial assets measured at amortised cost comprise cash, trade debtors, amounts owed to group undertakings and associate undertakings, other debtors and accrued income.
|
|
|
Financial liabilities measured at amortised cost comprise bank overdrafts, trade creditors, amounts owed to group undertakings and associates, other creditors and accruals.
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- 30 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
21.Deferred taxation (continued)
|
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Released to profit or loss
|
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The deferred taxation balance is made up as follows:
|
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Accelerated capital allowances
|
|
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|
|
Short term timing differences
|
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- 31 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
|
Allotted, called up and fully paid
|
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|
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|
3,150 (2018 - 3,150) Ordinary shares of £1.00 each
|
|
|
Profit & loss account
The profit and loss account represents cumulative gains and losses recognised in the profit and loss account, net of dividends paid.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £77,315 (2018: £55,933). Contributions totalling £44,005 (2018: £Nil) were payable to the fund at the balance sheet date.
|
|
Commitments under operating leases
|
|
|
At 31 December 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:
|
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Later than 1 year and not later than 5 years
|
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- 32 -
|
|
DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
Related party transactions
|
|
|
The group and company has taken advantage of the exemption permitted by Section 33 ' Related party disclosures' not to provide disclosures of transactions entered into with other wholly owned members of the group.
Outstanding amounts due to and from the company with wholly owned members of the group are disclosed in note 16 & 18.
The ultimate parent company of the Dael Ventures Group until 2 December 2016 was Dael B.V. From this date the ultimate parent company became MAK Holdings Limited. MAK Holdings Limited and Dael B.V. are under common ownership.
J B Towers Limited is a non wholly owned subsidiary of Dael Ventures Limited. During the year the group purchased goods and services of £1,968,153 (2018: £4,637,336) from J B Towers Limited and at 31 December 2019 the group owed J B Towers Limited £276,453 (2018: £198,064). During the year the group made sales of £271,383 (2018: £134,555) to J B Towers Limited and at 31 December 2019 the group was owed £5,537 (2018: £Nil) J B Towers Limited.
A former director of the company, Mr C Dick, is also a director of Horsebridge Tele.com Limited, Horsebridge Network Systems Limited, Sarnway Services Ltd, AXD Special Projects Limited and Certifi Software Limited. During the year the group purchased goods of £Nil (2018: £1,240) from Sarnway Services Ltd. During the year the group made sales of £Nil (2018: £4,500) to Horsebridge Network Systems Limited and at 31 December 2019 the group was owed £Nil (2018: £1,800) by Horsebridge Network Systems Limited. During the year the group made sales of £1,300 (2018 - £Nil) to Horsebridge Tele.com Limited. During the year the group purchased goods from AXD Special Projects Limited of £428,361 (2018 - £Nil) and owed AXD Special Projects Limited £2,000 (2018 - £Nil) at the year end. During the year the group purchased goods from Certifi Software Limited of £454,561 (2018 - £Nil) and owed Certifi Software Limited £18,386 (2018 - £Nil) at the year end.
Mrs R Dick, the spouse of Mr C Dick, is also a director of Sarnway Services Ltd.
Mr C Dick was also a director of CTi Power Limited. During the year the group made sales of £219,891 (2018: £12,901) to CTi Power Limited and made purchases of £1,037,475 (2018: £103,279) from CTi Power Limited. At 31 December 2019 the group was owed £20,397 (2018: £6,481) by CTi Power Limited and owed CTi Power Limited £54,941 (2018: £9,160).
During the year the spouse of Mr A Train, a director, was paid £Nil (2018: 15,000) in respect of her contracted employment within the group.
Key management personnel
The board considers that the directors and certain employees are the key management personnel of the company. During the year emoluments, including employer pension contributions, of £249,018 were paid to key management personnel.
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Post balance sheet events
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The COVID-19 pandemic and related economic downturn started after the balance sheet date and is considered a non adjusting post balance sheet event. The board considered the impact on the group's employees and business activities and have taken necessary actions. The impact on going concern is disclosed in note 2 to the financial statements.
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DAEL VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The ultimate parent and controlling party during the year was MAK Holding Limited, a company registered in England and Wales.
The smallest and largest group into which the company's financial statements are consolidated is MAK Holding Limited, a company registered in England and Wales. Copies of these consolidated group financial statements may be obtained from Unit A and C The Barlands, London Road, Cheltenham, GL52 6UT.
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