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Registration number: 05730982

PDI (Holdings) Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 October 2022

 

PDI (Holdings) Limited

Contents

Company Information

1

Strategic Report

2

Director's Report

3

Statement of Director's Responsibilities

4

Independent Auditor's Report

5 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13 to 14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 31

 

PDI (Holdings) Limited

Company Information

Director

Davide Gabriele Padoa

Company secretary

Paul Alexander Brooks Molle

Registered office

80-83 Long Lane
London
EC1A 9ET

Auditors

Carbon Accountancy Limited
Chartered Accountants and Statutory Auditors
80-83 Long Lane
London
EC1A 9ET

 

PDI (Holdings) Limited

Strategic Report for the Year Ended 31 October 2022

The director presents the strategic report for the year ended 31 October 2022.

Principal activity

The principal activity of the group is that of design and development consultants.

Fair review of the business

Group turnover for the year was £3.9 million (2021 - £3.6 million) and loss before tax was £609K (2021 - £928K). Group net assets at 31 October 2022 were £6.5 million (2021 - £7.3 million).

Following a difficult but profitable trading year the directors decided to provide for potential bad debts for the projects under the guardianship of the UAE subsidiary. Strategically, this was in line and coincided with the decision to dissolve the UAE entity, following completion of the now built projects in the region.

Principal risks and uncertainties

The Group's profitability relies on its success in the architectural field and is subject to a number of risks. These include but are not limited to:
- Attracting and retaining staff of the appropriate calibre;
- The global demand for construction projects;
- Treasury and financial risks; and
- Competition within the sector.

The Group is also subject to the fluctuation of the property market although property in the UK and Europe remains a stable investment option and 2021 saw revaluation of the company’s investment property to £9 million.

Covid-19 - As a result of the economic impact of the Covid epidemic and the challenges that this has brought about, the board is continually monitoring the contracted market across all of its international trading entities. By way of observing a flexible cost base, in line with its level of contracted turnover and continuous pipeline, the board are confident in addressing foreseeable uncertainties to avoid any negative effect these may have.

Approved and authorised by the director on 26 October 2023
 

.........................................
Davide Gabriele Padoa
Director

 

PDI (Holdings) Limited

Director's Report for the Year Ended 31 October 2022

The report and the for the year ended 31 October 2022.

Director of the group

The director who held office during the year was as follows:

Davide Gabriele Padoa

Disclosure of information to the auditor

The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that of and of which the auditor is unaware.

Approved and authorised by the director on 26 October 2023
 

.........................................
Davide Gabriele Padoa
Director

 

PDI (Holdings) Limited

Statement of Director's Responsibilities

The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

select suitable accounting policies and 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

 

PDI (Holdings) Limited

Independent Auditor's Report to the Members of PDI (Holdings) Limited

Opinion

We have audited the financial statements of PDI (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2022, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2022 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The director 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.

 

PDI (Holdings) Limited

Independent Auditor's Report to the Members of PDI (Holdings) Limited

Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities set out on page 4, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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.

 

PDI (Holdings) Limited

Independent Auditor's Report to the Members of PDI (Holdings) Limited

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:
-The engagement partner ensured that the engagement team collectively had the appropriate competence,capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
-We identified the laws and regulations applicable to the company through discussions with directors and other anagement, and from our commercial knowledge and experience of the sector in which the company operates;
-We focused on specific laws and regulations which we considered may have a direct impact material effect on the financial statements, or the operations of the company which included the Companies Act 2006, taxation legislation, data protection, anti-bribery, fire and safety, landlord and tenant act, and health and safety legislation;
-We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
-Identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.
To address the risk of fraud in relation to revenue recognition, we:
- Performed detailed substantive testing to address completeness and accuracy of sales;
- Assessed the appropriateness and application of the accounting policy concerning income recognition; and
- Performed detailed cut-off testing either side of the balance sheet date.

To address the risk of fraud through management bias and override of controls, we:
- Performed analytical procedures to identify any unusual or unexpected relationships;
- Tested journal entries to identify unusual transactions;
- Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;
- Investigated the rationale behind significant or unusual transactions.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

 

PDI (Holdings) Limited

Independent Auditor's Report to the Members of PDI (Holdings) Limited

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.

......................................
John Leyden FCA (Senior Statutory Auditor)
For and on behalf of Carbon Accountancy Limited, Chartered Accountants and Statutory Auditors

80-83 Long Lane
London
EC1A 9ET

26 October 2023

 

PDI (Holdings) Limited

Consolidated Profit and Loss Account for the Year Ended 31 October 2022

Note

2022
£

2021
£

Turnover

3

3,933,328

3,600,015

Cost of sales

 

50,785

(1,004,586)

Gross profit

 

3,984,113

2,595,429

Administrative expenses

 

(4,692,877)

(3,675,975)

Other operating income

262,366

302,082

Operating loss

5

(446,398)

(778,464)

Interest payable and similar expenses

6

(162,430)

(149,619)

 

(162,430)

(149,619)

Loss before tax

 

(608,828)

(928,083)

Taxation

10

2,248

30,240

Loss for the financial year

 

(606,580)

(897,843)

Profit/(loss) attributable to:

 

Owners of the company

 

(549,153)

(859,443)

Minority interests

 

(57,427)

(38,400)

 

(606,580)

(897,843)

 

PDI (Holdings) Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 October 2022

2022
£

2021
£

Loss for the year

(606,580)

(897,843)

Surplus/deficit on revaluation of other assets

-

1,295,563

Foreign currency translation gains/losses

(66,684)

37,823

Unrealised gain/loss due to reclassification adjustments adjusted in foreign exchange differences

-

8,823

(66,684)

1,342,209

Total comprehensive income for the year

(673,264)

444,366

Total comprehensive income attributable to:

Owners of the company

(615,837)

482,766

Minority interests

(57,427)

(38,400)

(673,264)

444,366

 

PDI (Holdings) Limited

(Registration number: 05730982)
Consolidated Balance Sheet as at 31 October 2022

Note

2022
£

2021
£

Fixed assets

 

Intangible assets

11

57,324

94,334

Tangible assets

12

8,684,364

8,860,519

Investment property

13

889,808

909,140

Investments

14

2,002

52,002

 

9,633,498

9,915,995

Current assets

 

Stocks

15

114,839

115,564

Debtors

16

3,553,156

3,419,550

Cash at bank and in hand

 

317,223

334,093

 

3,985,218

3,869,207

Creditors: Amounts falling due within one year

18

(1,411,811)

(1,233,045)

Net current assets

 

2,573,407

2,636,162

Total assets less current liabilities

 

12,206,905

12,552,157

Creditors: Amounts falling due after more than one year

18

(4,382,662)

(3,872,402)

Provisions for liabilities

(1,369,407)

(1,371,655)

Net assets

 

6,454,836

7,308,100

Capital and reserves

 

Called up share capital

19

100

100

Share premium reserve

6,603

6,603

Revaluation reserve

2,532,954

2,532,954

Other reserves

1,359,574

1,426,258

Retained earnings

2,525,398

3,375,106

Equity attributable to owners of the company

 

6,424,629

7,341,021

Minority interests

 

30,207

(32,921)

Shareholders' funds

 

6,454,836

7,308,100

Approved and authorised by the director on 26 October 2023
 

.........................................
Davide Gabriele Padoa
Director

 

PDI (Holdings) Limited

(Registration number: 05730982)
Balance Sheet as at 31 October 2022

Note

2022
£

2021
£

Fixed assets

 

Tangible assets

12

60,920

65,645

Investment property

13

9,050,000

9,050,000

Investments

14

1,099,278

1,099,278

 

10,210,198

10,214,923

Current assets

 

Debtors

16

1,010,483

1,037,520

Cash at bank and in hand

 

245,955

199,123

 

1,256,438

1,236,643

Creditors: Amounts falling due within one year

18

(241,525)

(217,838)

Net current assets

 

1,014,913

1,018,805

Total assets less current liabilities

 

11,225,111

11,233,728

Creditors: Amounts falling due after more than one year

18

(3,096,000)

(3,240,000)

Provisions for liabilities

(1,244,545)

(1,244,545)

Net assets

 

6,884,566

6,749,183

Capital and reserves

 

Called up share capital

19

100

100

Share premium reserve

6,603

6,603

Other reserves

3,733,635

3,733,635

Retained earnings

3,144,228

3,008,845

Shareholders' funds

 

6,884,566

6,749,183

The company made a profit after tax for the financial year of £315,383 (2021 - profit of £372,881).

Approved and authorised by the director on 26 October 2023
 

.........................................
Davide Gabriele Padoa
Director

 

PDI (Holdings) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2022
Equity attributable to the parent company

Share capital
£

Share premium
£

Foreign currency translation
£

Revaluation reserve
£

At 1 November 2021

100

6,603

(3,234)

2,532,954

Loss for the year

-

-

-

-

Other comprehensive income

-

-

(66,684)

-

Total comprehensive income

-

-

(66,684)

-

Dividends

-

-

-

-

At 31 October 2022

100

6,603

(69,918)

2,532,954

Non-distributable reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 November 2021

1,295,563

133,929

3,375,106

7,341,021

Loss for the year

-

-

(549,153)

(549,153)

Other comprehensive income

-

-

(120,555)

(187,239)

Total comprehensive income

-

-

(669,708)

(736,392)

Dividends

-

-

(180,000)

(180,000)

At 31 October 2022

1,295,563

133,929

2,525,398

6,424,629

Non- controlling interests
£

Total equity
£

At 1 November 2021

(32,921)

7,308,100

Loss for the year

(57,427)

(606,580)

Other comprehensive income

120,555

(66,684)

Total comprehensive income

63,128

(673,264)

Dividends

-

(180,000)

At 31 October 2022

30,207

6,454,836

 

PDI (Holdings) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2022
Equity attributable to the parent company

Share capital
£

Share premium
£

Foreign currency translation
£

Revaluation reserve
£

At 1 November 2020

100

6,603

(41,057)

2,532,954

Loss for the year

-

-

-

-

Other comprehensive income

-

-

37,823

-

Total comprehensive income

-

-

37,823

-

At 31 October 2021

100

6,603

(3,234)

2,532,954

Non-distributable reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 November 2020

-

112,827

4,234,549

6,845,976

Loss for the year

-

-

(859,443)

(859,443)

Other comprehensive income

1,295,563

21,102

-

1,354,488

Total comprehensive income

1,295,563

21,102

(859,443)

495,045

At 31 October 2021

1,295,563

133,929

3,375,106

7,341,021

Non- controlling interests
£

Total equity
£

At 1 November 2020

17,758

6,863,734

Loss for the year

(38,400)

(897,843)

Other comprehensive income

(12,279)

1,342,209

Total comprehensive income

(50,679)

444,366

At 31 October 2021

(32,921)

7,308,100

 

PDI (Holdings) Limited

Statement of Changes in Equity for the Year Ended 31 October 2022

Share capital
£

Share premium
£

Non-distributable reserve
£

Other reserves
£

At 1 November 2021

100

6,603

1,295,563

2,438,072

Profit for the year

-

-

-

-

Dividends

-

-

-

-

At 31 October 2022

100

6,603

1,295,563

2,438,072

Retained earnings
£

Total
£

At 1 November 2021

3,008,845

6,749,183

Profit for the year

315,383

315,383

Dividends

(180,000)

(180,000)

At 31 October 2022

3,144,228

6,884,566

Share capital
£

Share premium
£

Non-distributable reserve
£

Other reserves
£

At 1 November 2020

100

6,603

-

2,438,072

Profit for the year

-

-

-

-

Other comprehensive income

-

-

1,295,563

-

Total comprehensive income

-

-

1,295,563

-

At 31 October 2021

100

6,603

1,295,563

2,438,072

Retained earnings
£

Total
£

At 1 November 2020

2,635,964

5,080,739

Profit for the year

372,881

372,881

Other comprehensive income

-

1,295,563

Total comprehensive income

372,881

1,668,444

At 31 October 2021

3,008,845

6,749,183

 

PDI (Holdings) Limited

Consolidated Statement of Cash Flows for the Year Ended 31 October 2022

Note

2022
£

2021
£

Cash flows from operating activities

Loss for the year

 

(606,580)

(897,843)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

265,603

390,762

Changes in fair value of investment property

13

19,332

19,644

Loss on disposal of tangible assets

4

-

4,481

Loss/(profit) from disposals of investments

4

10,769

(26,651)

Finance costs

6

134,740

96,170

Income tax expense

10

(2,248)

(30,240)

 

(178,384)

(443,677)

Working capital adjustments

 

Decrease/(increase) in stocks

15

725

(26,296)

(Increase)/decrease in trade debtors

16

(133,606)

658,448

Increase in trade creditors

18

121,317

213,427

Cash generated from operations

 

(189,948)

401,902

Income taxes received

10

-

21,315

Net cash flow from operating activities

 

(189,948)

423,217

Cash flows from investing activities

 

Acquisitions of tangible assets

(28,438)

(71,817)

Proceeds from sale of tangible assets

 

-

1,103

Net cash flows from investing activities

 

(28,438)

(70,714)

Cash flows from financing activities

 

Interest paid

6

(134,740)

(96,170)

Proceeds from bank borrowing draw downs

 

577,095

(144,000)

Repayment of other borrowing

 

(70,000)

(12,500)

Payments to finance lease creditors

 

-

(4,240)

Dividends paid

(180,000)

-

Net cash flows from financing activities

 

192,355

(256,910)

Net (decrease)/increase in cash and cash equivalents

 

(26,031)

95,593

Cash and cash equivalents at 1 November

 

187,482

91,889

Cash and cash equivalents at 31 October

 

161,451

187,482

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
80-83 Long Lane
London
EC1A 9ET
United Kingdom

These financial statements were authorised for issue by the director on 26 October 2023.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2022. Design International Co. Ltd (100% owned subsidiary within the group, registered in PRC) has been excluded from consolidation due to severe long-term restrictions substantially hindering the exercise of the rights of the parent over the assets or management of the subsidiary, as provided under section 9.9(a) of FRS 102.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £315,383 (2021 - profit of £372,881). The excludes unrealised gains on investment property revaluation.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of architectural consultancy, net of value added tax.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Government grants

Money received in the form of a government grant is treated as a revenue grant. Therefore, grant income is recorded within other income in the income statement on a systematic basis in the same periods as the related expenses occurred.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Tax

The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and building

2% straight line

Leasehold improvements

10% straight line

Fixtures and fittings

20% straight line

Office equipment

20%, 25% and 33% straight line

Investment property

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Over 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Work in progress is stated at the lower of cost and estimated net realisable value. Cost is determined using the percentage of completion method.

The cost of work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, WIP is assessed for impairment. If WIP 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.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2022
£

2021
£

Consultancy income

3,865,572

3,449,428

Rendering of services

-

8,062

Rental income from investment property

39,562

88,047

Interest received

-

70

Other revenue

28,194

54,408

3,933,328

3,600,015

The analysis of the group's Turnover for the year by market is as follows:

2022
£

2021
£

UK

1,483,102

798,749

Rest of world

2,450,226

2,801,266

3,933,328

3,600,015

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2022
£

2021
£

Gain/loss on disposal of property, plant and equipment

-

(4,481)

Gain/loss from disposals of investments

(10,769)

26,651

(10,769)

22,170

5

Operating loss

Arrived at after charging/(crediting)

2022
£

2021
£

Depreciation expense

228,593

353,204

Amortisation expense

37,010

37,558

Loss on disposal of property, plant and equipment

-

4,481

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

6

Interest payable and similar expenses

2022
£

2021
£

Interest on bank overdrafts and borrowings

114,184

88,771

Interest on obligations under finance leases and hire purchase contracts

1,725

1,693

Interest expense on other finance liabilities

18,831

5,706

Foreign exchange gains

27,690

53,449

162,430

149,619

7

Staff costs

The aggregate payroll costs (including director's remuneration) were as follows:

2022
£

2021
£

Wages and salaries

1,476,614

1,802,659

Social security costs

147,400

160,628

Other short-term employee benefits

21,256

25,124

Other post-employment benefit costs

44,119

49,354

Other employee expense

4,924

5,441

1,694,313

2,043,206

The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:

2022
No.

2021
No.

Administration and support

51

52

51

52

8

Director's remuneration

The director's remuneration for the year was as follows:

2022
£

2021
£

Remuneration

314,165

277,776

9

Auditors' remuneration

2022
£

2021
£

Audit of these financial statements

10,500

10,500

Other fees to auditors

All other non-audit services

10,350

10,350

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2022
£

2021
£

Current taxation

UK corporation tax

-

(21,315)

Deferred taxation

Arising from origination and reversal of timing differences

(2,248)

(8,925)

Tax receipt in the income statement

(2,248)

(30,240)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2021 - higher than the standard rate of corporation tax in the UK) of 19% (2021 - 19%).

The differences are reconciled below:

2022
£

2021
£

Loss before tax

(608,828)

(928,083)

Corporation tax at standard rate

(115,677)

(176,336)

Effect of tax losses

271,389

223,458

Deferred tax expense from unrecognised tax loss or credit

2,248

8,924

Tax decrease from effect of capital allowances and depreciation

(99,524)

(51,072)

Tax decrease from effect of tax refunds

-

21,385

Tax decrease arising from group relief

(60,684)

(56,599)

Total tax credit

(2,248)

(30,240)

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

11

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 November 2021

30,391

176,855

207,246

At 31 October 2022

30,391

176,855

207,246

Amortisation

At 1 November 2021

15,195

97,717

112,912

Amortisation charge

3,039

33,971

37,010

At 31 October 2022

18,234

131,688

149,922

Carrying amount

At 31 October 2022

12,157

45,167

57,324

At 31 October 2021

15,196

79,138

94,334

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 November 2021

9,357,844

287,288

504,821

10,149,953

Additions

-

5,100

23,338

28,438

At 31 October 2022

9,357,844

292,388

528,159

10,178,391

Depreciation

At 1 November 2021

723,294

170,083

391,390

1,284,767

Charge for the year

151,451

21,409

36,400

209,260

At 31 October 2022

874,745

191,492

427,790

1,494,027

Carrying amount

At 31 October 2022

8,483,099

100,896

100,369

8,684,364

At 31 October 2021

8,634,549

112,539

113,431

8,860,519

Included within the net book value of land and buildings above is £8,326,000 (2021 - £8,446,666) in respect of freehold land and buildings and £157,099 (2021 - £187,884) in respect of short leasehold land and buildings. Freehold property was revalued and fair value adjustment of £2,050,000 was made during the year ended 31 October 2021.
 

13

Investment properties

Group

2022
£

At 1 November

909,140

Fair value adjustments

(19,332)

At 31 October

889,808

There has been no valuation of investment property by an independent valuer.

Company

2022
£

At 1 November

9,050,000

At 31 October

9,050,000

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Valuation carried out on 05th June 2017 by Copping Joyce Surveyors Limited on behalf of Barclays Bank putthe market value at £7,000,000. A further valuation was carried out by Knight Frank on 24th January 2020 which put the market value at £9,050,000. With total cost of the investment at £4,071,820, fair value adjustment made during the year ended 31 October 2017 was £2,928,180 and during the year ended 31 October 2021 was £2,050,000.

14

Investments

Group

Details of undertakings

Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2022

2021

Subsidiary undertakings

D.I. Design & Development Consultants (U.K.) Limited*

Ordinary

95%

95%

 

England

     

P37 Srl*

Ordinary

100%

100%

 

Italy

     

Design International Srl*

Ordinary

100%

100%

 

Italy

     

D I Design & Development Consultants FZ LLC

Ordinary

100%

100%

 

UAE

     

Design International Co. Ltd

Ordinary

100%

100%

 

People's Repblic of China

     

Associates

D.I Leasing Limited*

33.33%

33.33%

 

England

     

D I Development Limited*

50%

50%

 

England

     

* indicates direct investment of the company

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Subsidiary undertakings

D.I. Design & Development Consultants (U.K.) Limited

The principal activity of D.I. Design & Development Consultants (U.K.) Limited is design and development consultants.

P37 Srl

The principal activity of P37 Srl is property investment.

Design International Srl

The principal activity of Design International Srl is design and development consultants.

D I Design & Development Consultants FZ LLC

The principal activity of D I Design & Development Consultants FZ LLC is design and development.

Design International Co. Ltd

The principal activity of Design International Co. Ltd is design and development consultants.
The company has been excluded from group accounts due to severe long-term restrictions substantially hindering the exercise of the rights of the parent over the assets or management of the subsidiary, as provided under section 9.9(a) of FRS 102. Under the provisions of section 9.26 of FRS 102, the excluded subsidiary is accounted for at fair value with changes in fair value recognised in profit or loss. Group's brought forward reserves as at 1 November 2019 include £12,099 deficit from the excluded subsidiary's financials for period ended 31.12.2019.

Company

2022
£

2021
£

Investments in subsidiaries

1,097,277

1,097,277

Investments in associates

2,001

2,001

1,099,278

1,099,278

Subsidiaries

£

Cost or valuation

At 1 November 2021

1,097,277

Provision

Carrying amount

At 31 October 2022

1,097,277

At 31 October 2021

1,097,277

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

Associates

£

Cost

At 1 November 2021

2,001

Provision

Carrying amount

At 31 October 2022

2,001

At 31 October 2021

2,001

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2022

2021

Subsidiary undertakings

DI Design & Development Consultants (UK) Limited

England

Ordinary

95%

95%

P37 Srl

Italy

Ordinary

100%

100%

Design International Srl

Italy

Ordinary

100%

100%

Subsidiary undertakings

DI Design & Development Consultants (UK) Limited

The principal activity of DI Design & Development Consultants (UK) Limited is design and development consultants.

P37 Srl

The principal activity of P37 Srl is investment property management.

Design International Srl

The principal activity of Design International Srl is design and development consultants.

15

Stocks

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Work in progress

114,839

115,564

-

-

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

16

Debtors

   

Group

Company

Current

Note

2022
£

2021
£

2022
£

2021
£

Trade debtors

 

1,501,476

2,246,191

-

-

Amounts owed by related parties

-

-

989,445

1,015,452

Other debtors

 

1,726,292

855,171

16,638

16,896

Prepayments

 

209,508

318,188

4,400

5,172

Accrued income

 

115,880

-

-

-

   

3,553,156

3,419,550

1,010,483

1,037,520

17

Cash and cash equivalents

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Cash at bank

317,223

334,093

245,955

199,123

Bank overdrafts

(155,772)

(146,611)

-

-

Cash and cash equivalents in statement of cash flows

161,451

187,482

245,955

199,123

18

Creditors

   

Group

Company

Note

2022
£

2021
£

2022
£

2021
£

Due within one year

 

Loans and borrowings

20

332,272

318,111

144,000

144,000

Trade creditors

 

755,822

602,493

10,020

2,230

Amounts due to related parties

-

-

7,900

7,900

Social security and other taxes

 

69,790

59,889

26,432

21,915

Outstanding defined contribution pension costs

 

7,277

7,966

-

-

Other payables

 

141,951

146,139

-

-

Accruals

 

104,699

98,447

53,173

41,793

 

1,411,811

1,233,045

241,525

217,838

Due after one year

 

Loans and borrowings

20

3,331,000

2,828,905

3,096,000

3,240,000

Other non-current financial liabilities

 

1,051,662

1,043,497

-

-

 

4,382,662

3,872,402

3,096,000

3,240,000

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2022

19

Share capital

Allotted, called up and fully paid shares

 

2022

2021

 

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

         

20

Loans and borrowings

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Non-current loans and borrowings

Bank borrowings

3,096,000

2,518,905

3,096,000

3,240,000

Other borrowings

235,000

310,000

-

-

3,331,000

2,828,905

3,096,000

3,240,000

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Current loans and borrowings

Bank borrowings

144,000

144,000

144,000

144,000

Bank overdrafts

155,772

146,611

-

-

Other borrowings

32,500

27,500

-

-

332,272

318,111

144,000

144,000

The obligations under finance leases are secured on the assets concerned.
The bank overdraft is secured by debentures covering all assets of the company dated 28.02.2020.

21

Dividends

   

2022

 

2021

   

£

 

£

Interim dividend of £1,800.00 (2021 - £Nil) per ordinary share

 

180,000

 

-

         

22

Ultimate controlling party

The ultimate controlling party is Davide Gabriele Padoa by virtue of 85% shareholding in the company.