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COMPANY REGISTRATION NUMBER: 03735879
DDI Holdings Limited
Financial Statements
For the year ended
31 December 2022
DDI Holdings Limited
Financial Statements
Year ended 31 December 2022
Contents
Pages
Officers and professional advisers
1
Directors' report
2 to 3
Independent auditor's report to the member
4 to 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 to 15
DDI Holdings Limited
Officers and Professional Advisers
The board of directors
Mr S Dontchev
Mr I Manoilov
Company secretary
Mr A Tulloch
Registered office
4 Hill Street
London
England
W1J 5NE
Auditor
Mackenzie Field
Chartered accountants & statutory auditor
Hyde House
The Hyde
Edgware Road
London
NW9 6LA
DDI Holdings Limited
Directors' Report
Year ended 31 December 2022
The directors present their report and the financial statements of the company for the year ended 31 December 2022 .
Directors
The directors who served the company during the year were as follows:
Mr S Dontchev
Mr I Manoilov
Dividends
Particulars of recommended dividends are detailed in note 7 to the financial statements.
Disclosure of information in the strategic report
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 a Strategic Report has been included in these financial statements.
Directors' responsibilities statement
The directors are responsible for preparing the directors' 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 company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 7 November 2023 and signed on behalf of the board by:
Mr I Manoilov
Director
Registered office:
4 Hill Street
London
England
W1J 5NE
DDI Holdings Limited
Independent Auditor's Report to the Member of DDI Holdings Limited
Year ended 31 December 2022
Opinion
We have audited the financial statements of DDI Holdings Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and the related notes, 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 company's affairs as at 31 December 2022 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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.
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 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.
Emphasis of matter
Note 8 of the financial statements includes details of the subsidiary's capital and reserves and profit/(loss) for the year. The financial statements of Overgas Holdings AD and Overgas Mrezhi AD were not subject of an audit. We are able to confirm that the information contained in note 5 relating to capital and reserves and profit/(loss) for the year is in accordance with the financial statements of Overgas Holdings AD and Overgas Mrezhi AD, but we are unable to form an opinion on the accuracy of the amounts.
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 the audit:
- the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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; or - the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 either 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. 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: As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
D M Andrews FCA
(Senior Statutory Auditor)
For and on behalf of
Mackenzie Field
Chartered accountants & statutory auditor
Hyde House
The Hyde
Edgware Road
London
NW9 6LA
7 November 2023
DDI Holdings Limited
Statement of Comprehensive Income
Year ended 31 December 2022
2022
2021
Note
£
£
Administrative expenses
962,943
( 1,729,898)
Other operating income
4
2,802,419
---------
------------
Operating (loss)/profit
5
( 962,943)
4,532,317
Income from shares in group undertakings
6
14,928,614
-------------
------------
Profit before taxation
13,965,671
4,532,317
Tax on profit
-------------
------------
Profit for the financial year
13,965,671
4,532,317
-------------
------------
Foreign currency retranslation
2,013,973
( 873,307)
Ordinary share $1 - foreign currency retranslation
23,699
(2,489)
------------
---------
Other comprehensive income for the year
2,037,672
( 875,796)
-------------
------------
Total comprehensive income for the year
16,003,343
3,656,521
-------------
------------
All the activities of the company are from continuing operations.
DDI Holdings Limited
Statement of Financial Position
31 December 2022
2022
2021
Note
£
£
£
Fixed assets
Investments
8
52,925,125
65,599,710
Current assets
Debtors
9
158,216
214,241
Cash at bank and in hand
55,394
86,675
---------
---------
213,610
300,916
Creditors: amounts falling due within one year
10
32,054,260
37,326,685
-------------
-------------
Net current liabilities
31,840,650
37,025,769
-------------
-------------
Total assets less current liabilities
21,084,475
28,573,941
-------------
-------------
Net assets
21,084,475
28,573,941
-------------
-------------
Capital and reserves
Called up share capital
11
227,933
204,234
Other reserves, including the fair value reserve
12
1,260,135
1,260,135
Profit and loss account
12
19,596,407
27,109,572
-------------
-------------
Shareholder funds
21,084,475
28,573,941
-------------
-------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
These financial statements were approved by the board of directors and authorised for issue on 7 November 2023 , and are signed on behalf of the board by:
Mr I Manoilov
Director
Company registration number: 03735879
DDI Holdings Limited
Statement of Changes in Equity
Year ended 31 December 2022
Called up share capital
Other reserves, including the fair value reserve
Profit and loss account
Total
Note
£
£
£
£
At 1 January 2021
206,723
1,260,135
26,169,539
27,636,397
Profit for the year
4,532,317
4,532,317
Other comprehensive income for the year:
Foreign currency retranslation
( 873,307)
( 873,307)
Ordinary share $1 - foreign currency retranslation
(2,489)
(2,489)
---------
------------
-------------
-------------
Total comprehensive income for the year
( 2,489)
3,659,010
3,656,521
Dividends paid and payable
7
( 2,718,977)
( 2,718,977)
---------
------------
-------------
-------------
Total investments by and distributions to owners
( 2,718,977)
( 2,718,977)
At 31 December 2021
204,234
1,260,135
27,109,572
28,573,941
Profit for the year
13,965,671
13,965,671
Other comprehensive income for the year:
Foreign currency retranslation
2,013,973
2,013,973
Ordinary share $1 - foreign currency retranslation
23,699
23,699
---------
------------
-------------
-------------
Total comprehensive income for the year
23,699
15,979,644
16,003,343
Dividends paid and payable
7
( 23,492,809)
( 23,492,809)
----
----
-------------
-------------
Total investments by and distributions to owners
( 23,492,809)
( 23,492,809)
---------
------------
-------------
-------------
At 31 December 2022
227,933
1,260,135
19,596,407
21,084,475
---------
------------
-------------
-------------
DDI Holdings Limited
Statement of Cash Flows
Year ended 31 December 2022
2022
2021
£
£
Cash flows from operating activities
Profit for the financial year
13,965,671
4,532,317
Adjustments for:
Income from shares in group undertakings
( 14,928,614)
Unrealised foreign currency gains
(875,796)
Accrued expenses
6,600
1,800
Changes in:
Trade and other debtors
56,025
51,366
Trade and other creditors
( 15,380)
-------------
------------
Cash generated from operations
( 900,318)
3,694,307
---------
------------
Net cash (used in)/from operating activities
( 900,318)
3,694,307
---------
------------
Cash flows from investing activities
Proceeds from sale of subsidiaries
14,712,257
57,415,077
Dividends received
14,928,614
-------------
-------------
Net cash from investing activities
29,640,871
57,415,077
-------------
-------------
Cash flows from financing activities
Proceeds from loans from group undertakings
( 5,279,025)
( 58,316,569)
Dividends paid
( 23,492,809)
( 2,718,977)
-------------
-------------
Net cash used in financing activities
( 28,771,834)
( 61,035,546)
-------------
-------------
Net (decrease)/increase in cash and cash equivalents
( 31,281)
73,838
Cash and cash equivalents at beginning of year
86,675
12,837
--------
--------
Cash and cash equivalents at end of year
55,394
86,675
--------
--------
DDI Holdings Limited
Notes to the Financial Statements
Year ended 31 December 2022
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is 4 Hill Street, London, W1J 5NE, England.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Consolidation
The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of an EEA State.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Other operating income
2022
2021
£
£
Commission receivable
2,671,332
Management charges receivable
131,087
----
------------
2,802,419
----
------------
5. Operating profit
Operating profit or loss is stated after charging/crediting:
2022
2021
£
£
Impairment of trade debtors
129,682
Foreign exchange differences
551,603
( 4,396,285)
Fees payable for the audit of the financial statements
6,600
9,000
---------
------------
6. Income from shares in group undertakings
2022
2021
£
£
Income from group undertakings - dividends
14,928,614
-------------
----
7. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2022
2021
£
£
Dividends on equity shares relating to line 1 in the shares issued page of cdb
23,492,810
2,718,976
-------------
------------
Dividends proposed after the year end and not recognised as a liability:
2022
2021
£
£
Dividends on equity shares relating to line 1 in the shares issued page of cdb
23,492,810
----
-------------
8. Investments
Shares in group undertakings
£
Cost
At 1 January 2022
65,599,710
Disposals
( 14,712,257)
Other movements
2,037,672
-------------
At 31 December 2022
52,925,125
-------------
Impairment
At 1 January 2022 and 31 December 2022
-------------
Carrying amount
At 31 December 2022
52,925,125
-------------
At 31 December 2021
65,599,710
-------------
Subsidiaries, associates and other investments
Class of share
Percentage of shares held
Subsidiary undertakings
Overgas Holdings AD
Ordinary
98.425
Overgas Mrezhi AD
Ordinary
26.016
The results and capital and reserves for the year are as follows:
Capital and reserves
Profit/(loss) for the year
2022
2021
2022
2021
£
£
£
£
Subsidiary undertakings
Overgas Holdings AD
33,136,375
88,876,342
( 5,069,902)
19,663,804
Overgas Mrezhi AD
113,920,638
102,744,955
8,718,455
9,483,040
--------------
--------------
------------
-------------
Investments in associates and joint ventures
Details of the subsidiary companies of Overgas Holdings AD may be found at http:/overgas.bg/web/english/structure.
9. Debtors
2022
2021
£
£
Amounts owed by group undertakings
158,216
214,241
---------
---------
10. Creditors: amounts falling due within one year
2022
2021
£
£
Amounts owed to group undertakings
8,211,287
13,490,312
Accruals and deferred income
14,400
7,800
Other creditors
23,828,573
23,828,573
-------------
-------------
32,054,260
37,326,685
-------------
-------------
11. Called up share capital
Issued, called up and fully paid
2022
2021
No.
£
No.
£
1 Ordinary share of $1 each shares of £ 1 each
1
1
1
1
275,000 Ordinary of $1 each shares of £ 1 each
227,932
227,932
221,793
221,793
---------
---------
---------
---------
227,933
227,933
221,794
221,794
---------
---------
---------
---------
12. Reserves
Other Reserves
13. Analysis of changes in net debt
At 1 Jan 2022
Cash flows
At 31 Dec 2022
£
£
£
Cash at bank and in hand
86,675
(31,281)
55,394
Debt due within one year
(13,490,312)
5,279,025
(8,211,287)
-------------
------------
------------
( 13,403,637)
5,247,744
( 8,155,893)
-------------
------------
------------
14. Related party transactions
The company was under the control of Sasho Dontchev throughout the current and previous year. Sasho Dontchev is the controlling shareholder of the ultimate holding company, DD Management AD.
15. Controlling party
The company is a wholly owned subsidiary of DD Management AD a company registered in Bulgaria under company number 130677105 and its registered office address is 114 James Baucher Blv, Sofia 1407, Bulgaria.