DALBY_HOLDINGS_LIMITED_AN - Accounts

The directors present the strategic report for the year ended 31 March 2023.

The principal activity of the company continues to be that of a holding company of a trading group.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and relatively non-complex nature of our group and is written in the context of the risks and uncertainties we face.

We are a manufacturing group of three fundamentally autonomous companies operating in the East Midlands. Each company has its own niche activity which provides diversification within the group in order that fluctuations in their respective markets are smoothed out as a whole.

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the group as a whole, these being turnover, gross margin percentage, operating profit and return on capital employed.

Consolidated sales increased by 19.3% over the financial year.

The operating profit this year was £217,334 with a gross margin percentage of 28.1% compared with £259,360 and 29.1% for the previous year.

The group’s return on capital employed decreased to 4.0% compared with 4.8% for the previous year. Return on capital employed is calculated as profit before interest and tax divided by capital employed, which constitutes total assets less current liabilities, less investments, less cash, plus overdrafts and other short term borrowings.

The principal risks and uncertainties affecting the group are continually monitored by the directors, who seek to mitigate any such risks. As for many manufacturers of our size, the business environment in which we operate continues to be challenging and is highly competitive. The group responds to this risk by continually extending the product range, improving operational effectiveness, providing a strong brand identity and investing in the future of the business. As the result of sales initiatives and product developments across the group, we are pleased to report having a strong order book.

Impact of high inflation

The group has seen considerable pressures on costs, including energy costs. The companies have been reviewing materials used and processes in manufacturing and taking action to reduce costs. The group generates a considerable amount of it’s energy usage, and has benefited from fixed contracts to mitigate some of the energy cost increases.

On behalf of the board

The directors present their report and financial statements for the year ended 31 March 2023.

The results for the year are set out on page 8.

An ordinary dividend was paid amounting to £97,900. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Continued research and development is entered into by the group to ensure that innovative and new products are available to the market.

The directors are responsible for preparing the Annual Report 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 group and company, 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 on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Dalby Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Group Profit and Loss Account, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group 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's and the parent company's affairs as at 31 March 2023 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 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 our audit:

•     the information given in the Strategic Report and the Directors' eport 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 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.

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. However, responsibility for the prevention and detection of fraud ultimately rests with both those charged with governance and management of the company.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

•     obtaining an understanding of the legal and regulatory framework applicable to the company by considering the nature of the industry in which the company operates and enquiring of management; and

•     identifying the key laws and regulations considered to have a direct impact on the financial statements including the UK Companies Act 2006, UK Generally Accepted Accounting Practice and UK tax legislation; and

•     assessing how the company is complying with the applicable legal and regulatory framework by making further enquiries of management and observing the company's control environment regarding compliance with regulations and fraud prevention; and

•     assessing the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by considering the effectiveness of the company’s accounting systems and controls and how these were monitored by management. Performance related targets and bonuses were also considered. Where the risk of material misstatement was considered to be higher in certain areas, further audit procedures were designed to address this increased risk; an

•     discussing amongst the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud

Our procedures to respond to risks identified included the following:

•     reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

•     enquiry of company staff responsible for compliance to identify any instances of non-compliance with laws and regulations; and

•     enquiry of management, those charged with governance and other relevant parties around actual and potential litigation claims; and

•     reviewing supporting documentation regarding actual and potential litigation claims; and

•     performing audit work over revenue recognition including substantive tests of detail of a sample of revenue transactions; and

•     performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and

•     communicating identified laws and regulations and potential fraud risks to all engagement team members and assessing whether there are any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £255,967 (2022 - £192,561 loss).

Dalby Holdings Limited ("the company") is a company limited by shares incorporated in England and Wales. The address of the registered office and place of business is given in the company information page of these financial statements.

The group consists of Dalby Holdings Limited and all of its subsidiaries ("the group").

These financial statements have been prepared in accordance with applicable accounting standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention modified to include the revaluation of a certain freehold property. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:true

• •    Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures.

The consolidated financial statements incorporate those of Dalby Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are made up to 31 March 2023.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the truegroup and company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services supplied, net of VAT and trade discounts.

Turnover from the sale of goods is recognised on the date of despatch as this is the point at which the significant risks and rewards of ownership of the goods are transferred to the customer.

Turnover from construction contracts is recognised by reference to the stage of completion of the contract activity at the end of the reporting period when the stage of completion, costs incurred and costs to complete can be estimated reliably. The “percentage of completion method” is used to determine the appropriate amount of revenue to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs.

Turnover from maintenance services is recognised on the date that such services are provided.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Tangible fixed assets are measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The estimated residual value of freehold buildings is such that their depreciable amount is insignificant. Accordingly, no depreciation is charged on freehold buildings.

The group has adopted the transition exemption under FRS 102 paragraph 35.10(c) and has elected to measure a certain freehold property held at the date of transition to FRS 102 at its fair value and use that fair value as the deemed cost for this property.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Bank loans are initially measured at transaction price and subsequently measured at amortised cost using the effective interest method.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

When employees have rendered service to the group, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are recognised.

The group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the lease term.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Research and development

Research and development expenditure is written off to the profit and loss account in the year in which it is incurred.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

As explained in note 1.4, where the outcome of construction contracts can be estimated reliably, contract revenues and costs are recognised on a contract by contract basis using the percentage of completion method. The application of this accounting policy requires both the total costs and the stage of completion of contracts to be assessed. An inherent degree of judgement will exist in determining the stage of completion of a contract at the end of the reporting period.

An analysis of the group's turnover is as follows:

Included in turnover is revenue of £5,881,457 (2022 - £4,632,083) arising on construction contracts in the year.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).

The charge for the year can be reconciled to the profit per the profit and loss account as follows:

Certain freehold properties have been pledged as security for the company’s bank borrowings.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases.

The group has adopted the transition exemption under FRS 102 paragraph 35.10(c) and has elected to measure a certain freehold property held at the date of transition to FRS 102 at its fair value and use that fair value as the deemed cost for this property.

The freehold property was last revalued in 2015 on the basis of existing use value by independent qualified valuers. The resulting revaluation adjustments were taken to the revaluation reserve.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

Investment properties rented to another group entity have been accounted for using the cost model. The carrying value of these investment properties included within the group and company tangible fixed assets is £729,774 (2022 - £729,774).

Details of the company's subsidiaries at 31 March 2023 are as follows:

Phoenix Aluminium Limited is a trading subsidiary of Regent Engineers Limited and Oakland Press Tool Company Limited is a dormant subsidiary of Regent Engineers Limited.

The registered address of all subsidiaries is the same as the company's registered office address as given in the company information page of these financial statements.

Bank borrowings are secured by virtue of legal charges on certain freehold properties.

The aggregate amount of creditors for which security has been given amounts to £1,022,418 (2022: £701,970). Finance leases are secured on the assets to which they relate.

The company bank loan is repayable by instalments by 2024 and attracts a rate of interest over the LIBOR rate of 2.75%. A subsidiary company bank loan is repayable by instalments by 2026 and attracts a rate of interest of 2.5%.

Finance leases relate to plant and machinery and motor vehicles.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The revaluation reserve comprises a revaluation surplus for a certain freehold property.

The capital redemption reserve represents the purchase of own shares.

The profit and loss reserve comprises retained profits and losses for the current and prior periods.

Dalby Holdings Limited has also undertaken to satisfy on demand all sums owing to a finance provider by Regent Engineers Limited and Harry Dalby Engineering Limited in respect of finance leases. At 31 March 2023 the amount owing to the finance provider by Regent Engineers Limited was £137,984 (2022 - £180,732) and the amount owing by Harry Dalby Engineering Limited was £63,924 (2022 - £60,722).

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

Certain company directors are trustees of The Dalby Pension Scheme ("The Scheme"). Subsidiary undertakings occupy property owned by The Scheme. During the year, rent of £103,750 (2022: £75,830) was paid to The Scheme in respect of these properties. At the year end, £1,775 (2022: £854) included in other debtors is owed to the company by The Scheme.

Creditors falling due within one year include directors' current account balances of £Nil (2022: £465).

The company has taken advantage of the exemption offered by FRS 102 from the requirement to disclosetrue transactions with wholly owned subsidiaries.

Advances or credits have been granted by the group to its directors as follows:

Dividends totalling £92,900 (2022: £97,900) were paid in the year in respect of shares held by the company's directors.

Since the year-end, the company has drawn down an additional bank loan totalling £600,000.

The ultimate controlling party is the estate of H R Dalby by virtue of the shareholding in the company.