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Registered number: 14067555









LDL Group Holdings Limited









Annual Report and Consolidated Financial Statements

For the Year Ended 31 December 2023

 
LDL Group Holdings Limited
 
 
Company Information


Directors
R Darroch 
S Noble 
S Ogden 




Registered number
14067555



Registered office
Unit 12
Graphite Way

Rossington Park

Hadfield

Derbyshire

SK13 1QH




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
LDL Group Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Consolidated statement of comprehensive income
 
10
Consolidated balance sheet
 
11
Company balance sheet
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Consolidated statement of cash flows
 
15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 38


 
LDL Group Holdings Limited
 
 
Group Strategic Report
For the Year Ended 31 December 2023

Introduction
 
The directors present their strategic report for the year ended 31 December 2023. 
Principal activity
The principal activity of the company during the year was of that of a holding company and the provision of management services. The principal activity of the group was the distribution of components and furniture for use in the fitted furniture industry. 
Business model
The group operates an ex-stock warehouse facility and assembly service, offering over 8,000 SKUs and bespoke width drawers on a next day service. The group’s aim is to provide its customers with tailored, easy solutions to complex products allied to an industry leading service and product range. 

Business review
 
The year to December 2023 represents the first full year of trading following the completion in August 2022 of a management buy-out of the principal trading subsidiary, LDL Components Limited, led by Simon Noble and Robert Darroch, the Operations and Finance Director respectively. The outgoing managing director, Simon Ogden, retains a minority ownership stake in the group but withdrew from day-to-day involvement. The new management team share LDL’s established ethos and culture of an innovative, service-led business and have therefore pursued a programme of continual improvement, rather than significant change since the change in ownership.
The new management team were supported in the transaction by HSBC. Funding was structured to ensure that all commitments can continue to be met whilst allowing the business to continue to invest as required to meet ambitious growth targets. The company retains a robust working capital position with access to cash resources if required. 
The Group delivered resilient performance in 2023 in what was, as anticipated, a significantly more challenging market than that which benefited from the surge in demand post-covid. Macro-economic factors, notably the shock of rapid interest rate rises, high inflation and political uncertainty combined to undermine consumer confidence. The resulting stagnation in the housing and home improvement markets reduced demand for ‘big ticket’ purchases, such as kitchens, bathroom and bedrooms. 
The reduction in demand naturally increased competition in an already competitive market, predominantly focussed on price. Whilst customer retention did therefore necessitate an element of price matching, LDL’s continued investment in service, quality and product innovation creates an offer that is extremely difficult for competitors to match. 
In the context of the market, turnover at £13.6m, 2.4% down on pro rata turnover from the last 4 months of 2022, at a gross margin of 25.31% (2023: 26.06%), is considered robust performance that underscores the continued value of the investment made in product and service. 
Notably, considerable investment has been made into stock to ensure exceptional fulfilment levels, which are critical for a distribution operation in a competitive marketplace. Stock value has therefore increased from £1.1m to £1.3m year on year.  
The business will continue to develop its product portfolio over the next 12 months to reflect market demands. Investment will be focussed on its digital marketing strategy, sales force and the drive to maintain and improve exceptional service levels. 

Page 1

 
LDL Group Holdings Limited
 

Group Strategic Report (continued)
For the Year Ended 31 December 2023

Principal risks and uncertainties
 
The group’s activities expose it to a number of risks and uncertainties, notably it’s connection to the housing market and the impact of macro-economic factors such as interest rates and exchange rates on price and demand. 
Market risk
Prevailing economic factors for 2024 are likely to present a challenge throughout the year. Continuing high interest rates, inflation and political uncertainty are likely to impede growth in the housing and home improvement markets and therefore further reduce demand for the company’s products and services.  The company is positioned in the quality sector of the market, the demographic of which is impacted less by these factors than the lower quality, price focussed segment. As such, the expectation is that demand will remain relatively consistent.  
Inflation risk
Whilst reducing, core inflation remains above the Bank of England’s target of 2% and with geopolitical uncertainty producing further inflationary pressures, the cost base of the business may increase. In a competitive market, the company’s ability to raise selling prices is limited, therefore persistent inflation will erode profitability. The business leverages its excellent, longstanding relationships with brand partners to control the cost of sales and operates a robust tendering process for significant overheads to mitigate this risk. 
Customer retention
The kitchen, bedroom and bathroom market is highly competitive with numerous suppliers offering comparable products, giving the customer the opportunity to source elsewhere. LDL has always been service, rather than price led, and has invested in the technical knowledge, range of solutions and infrastructure to differentiate from the competition. This service level is difficult to emulate and ensures strong levels of retention. 
Supplier retention
There are a relatively small number of suppliers to the KBB market that are of the requisite quality for LDL to work with. Losing access to supply would represent a risk to customer retention and incur costs in sourcing a replacement. Fundamentally, sales volumes dictate the long-term viability of a relationship. In addition to delivering volume, LDL has always maintained excellent working relationships with a small number of carefully selected brand partners, fostering trust and ensuring they feel the benefit of our commitment to product innovation and high service levels. 
 
Exchange rate risk 
The company sources product from premium European suppliers and as such is exposed to fluctuations in both EUR and CHF, whilst sales are denominated only in GBP. Whilst those currencies are relatively stable, the company utilises forward contracts to mitigate the risk of movements in between opportunities to rebase the selling price, to ensure sales remain profitable. 

Financial key performance indicators
 
Financial key performance indicators are as follows:
   
 2023  2022  2022 Pro Rata
Turnover   £13,615,485 £4,653,243 £13,959,729
Gross profit %  25.3%  26.1%  26.1%
Stock turnover  7.9  9.8  9.8
Turnover per head  £378,207 £377,290 £377,290

Page 2

 
LDL Group Holdings Limited
 

Group Strategic Report (continued)
For the Year Ended 31 December 2023


This report was approved by the board and signed on its behalf.



R Darroch
Director
Date: 4 September 2024

Page 3

 
LDL Group Holdings Limited
 
 
 
Directors' Report
For the Year Ended 31 December 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £357,185 (Period ended 31 December 2022 -£268,045).

The Directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

R Darroch 
S Noble 
S Ogden 

Future developments

The future developments of the Group are disclosed in the Strategic Report.

Page 4

 
LDL Group Holdings Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



R Darroch
Director
Date: 4 September 2024

Page 5

 
LDL Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of LDL Group Holdings Limited
 

Opinion


We have audited the financial statements of LDL Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Page 6

 
LDL Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of LDL Group Holdings Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


Page 7

 
LDL Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of LDL Group Holdings Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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.

Identifying and assessing potential risks related to irregularities

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

The nature of the industry and sector in which the Group operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Group's policies and procedures for:
Identifying, evaluating, and complying with laws and regulations; and
Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Group operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.

Audit response to risks identified

Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
Page 8

 
LDL Group Holdings Limited
 
 
 
Independent Auditors' Report to the Members of LDL Group Holdings Limited (continued)


We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.



Chris Stewardson (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

5 September 2024
Page 9

 
LDL Group Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2023

31 December
Period ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
13,615,485
4,653,243

Cost of sales
  
(10,169,559)
(3,440,500)

Gross profit
  
3,445,926
1,212,743

Administrative expenses
  
(2,527,053)
(790,726)

Operating profit
 5 
918,873
422,017

Interest receivable and similar income
  
137
-

Interest payable and similar expenses
 10 
(342,860)
(124,403)

Profit before taxation
  
576,150
297,614

Tax on profit
 11 
(218,965)
(29,569)

Profit for the financial year
  
357,185
268,045

Profit for the year attributable to:
  

Owners of the parent Company
  
357,185
268,045

  
357,185
268,045

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 17 to 38 form part of these financial statements.

Page 10

 
LDL Group Holdings Limited
Registered number: 14067555

Consolidated Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,963,002
3,341,705

Tangible assets
 13 
787,885
838,414

  
3,750,887
4,180,119

Current assets
  

Stocks
 15 
1,282,956
1,056,633

Debtors: amounts falling due within one year
 16 
1,194,678
1,105,736

Cash at bank and in hand
 17 
464,570
789,167

  
2,942,204
2,951,536

Creditors: amounts falling due within one year
 18 
(3,788,739)
(2,678,148)

Net current (liabilities)/assets
  
 
 
(846,535)
 
 
273,388

Total assets less current liabilities
  
2,904,352
4,453,507

Creditors: amounts falling due after more than one year
 19 
(2,270,444)
(4,166,048)

Provisions for liabilities
  

Deferred taxation
  
(8,428)
(19,164)

Net assets
  
625,480
268,295


Capital and reserves
  

Called up share capital 
 22 
250
250

Profit and loss account
 23 
625,230
268,045

Equity attributable to owners of the parent Company
  
625,480
268,295


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


R Darroch
Director
Date: 4 September 2024

The notes on pages 17 to 38 form part of these financial statements.

Page 11

 
LDL Group Holdings Limited
Registered number: 14067555

Company Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
4,573,829
4,574,980

Current assets
  

Debtors: amounts falling due within one year
 16 
2,694
79,450

Cash at bank and in hand
 17 
12,112
910

  
14,806
80,360

Creditors: amounts falling due within one year
 18 
(88,795)
(57,921)

Net current (liabilities)/assets
  
 
 
(73,989)
 
 
22,439

Total assets less current liabilities
  
4,499,840
4,597,419

  

Creditors: amounts falling due after more than one year
 19 
(4,554,365)
(4,592,132)

  

Net (liabilities)/assets
  
(54,525)
5,287


Capital and reserves
  

Called up share capital 
 22 
250
250

Profit and loss account brought forward
  
5,037
-

Loss/(profit) for the year

  

(59,812)
5,037

Profit and loss account carried forward
  
(54,775)
5,037

  
(54,525)
5,287


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


R Darroch
Director
Date: 4 September 2024

The notes on pages 17 to 38 form part of these financial statements.

Page 12

 
LDL Group Holdings Limited
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


Comprehensive income for the period

Profit for the period
-
268,045
268,045
268,045
Total comprehensive income for the period
-
268,045
268,045
268,045


Contributions by and distributions to owners

Shares issued during the period
250
-
250
250


Total transactions with owners
250
-
250
250



At 1 January 2023
250
268,045
268,295
268,295


Comprehensive income for the year

Profit for the year
-
357,185
357,185
357,185
Total comprehensive income for the year
-
357,185
357,185
357,185


At 31 December 2023
250
625,230
625,480
625,480


The notes on pages 17 to 38 form part of these financial statements.

Page 13

 
LDL Group Holdings Limited
 

Company Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
5,037
5,037
Total comprehensive income for the period
-
5,037
5,037


Contributions by and distributions to owners

Shares issued during the period
250
-
250


Total transactions with owners
250
-
250



At 1 January 2023
250
5,037
5,287


Comprehensive income for the period

Loss for the year
-
(59,812)
(59,812)
Total comprehensive income for the year
-
(59,812)
(59,812)


At 31 December 2023
250
(54,775)
(54,525)


The notes on pages 17 to 38 form part of these financial statements.

Page 14

 
LDL Group Holdings Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 December 2023

2023
2022
Note
£
£

Cash flows from operating activities
  

Profit for the financial year/period
  
357,185
268,045

Adjustments for:
  

Amortisation of intangible assets
  
406,332
142,416

Depreciation of tangible assets
  
85,200
47,605

Impairments of fixed assets
  
(3,927)
-

Profit on disposal of tangible assets
  
(1,320)
-

Interest paid
  
342,924
124,403

Interest received
  
(137)
-

Taxation charge
  
218,965
29,569

(Increase)/decrease in stocks
  
(226,323)
422,972

(Increase)/decrease in debtors
  
(92,719)
362,962

Increase/(decrease) in creditors
  
8,213
(343,157)

Corporation tax (paid)
  
(396,459)
(419,438)

Net cash generated from operating activities

  

697,934
635,377

  

Cash flows from investing activities
  

Purchase of intangible fixed assets
  
(24,853)
(9,777)

Sale of intangible assets
  
1,151
-

Purchase of tangible fixed assets
  
(38,631)
(22,245)

Sale of tangible fixed assets
  
5,280
-

Interest received
  
137
-

Acquisition of subsidiaries, net of cash
  
-
(2,209,121)

Net cash from investing activities

  

(56,916)
(2,241,143)

Cash flows from financing activities
  

New secured loans
  
-
3,406,165

Repayment of loans
  
(724,320)
(936,807)

Interest paid
  
(241,295)
(74,425)

Net cash used in financing activities
  
(965,615)
2,394,933

Net (decrease)/increase in cash and cash equivalents
  
(324,597)
789,167

Cash and cash equivalents at beginning of year
  
789,167
-

Cash and cash equivalents at the end of year
  
464,570
789,167

Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
464,570
789,167


Page 15

 
LDL Group Holdings Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 31 December 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

789,167

(324,597)

-

464,570

Debt due after 1 year

(3,379,284)

780,156

-

(2,599,128)

Debt due within 1 year

(731,593)

(55,836)

-

(787,429)

Derivatives

3,777

-

(3,777)

-


(3,317,933)
399,723
(3,777)
(2,921,987)

The notes on pages 17 to 38 form part of these financial statements.

Page 16

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

LDL Group Holdings Limited is a private company limited by members capital and incorporated in England and Wales. The address of its registered office and principal place of business is Unit 12 Graphite Way, Rossington Park, Derbyshire, SK13 1QH. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Company was incorporated on 25 April 2022 and the nature of the Company's operation and principal activity is that of a Holding company.
The Company acquired 100% of the share capital of LDL Holdings Limited on 30 August 2022. The principal activity of the Group is disclosed in the Strategic report.
The Consolidated Financial Statements of the Company as at and for the period ended 31 December 2023 comprise the Company and its subsidiaries (together referred to as the "Group").

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.3

Going concern

The directors have prepared financial forecasts which indicate that the Group and Company will maintain sufficient financial headroom to enable it to continue meeting its liabilities as they fall due in the normal course of business for at least the next 12 months, following approval of these financial statements. The forecast assessment considers various factors, including historical and projected financial performance, available cash resources, existing and potential sources of financing, and any relevant external factors affecting the business environment. 
The net current liabilities position of the Group is attributable to a technical breach of a loan covenant at the year-end, necessitating the disclosure of the loan balance as due within one year. The funding relates to the management buy-out of 2022 rather than operational funding and the company retains the support of lenders and suppliers. 
The directors therefore have a reasonable expectation that the Group has adequate financial and other resources to continue in operational existence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a going concern basis. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 18

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 20

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Website development
-
5
years
Goodwill
-
10
years
Computer software
-
5
years
Images
-
3
years

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
2%
Straight line
Leasehold improvements included in leasehold property
-
20%
Straight line
Plant and machinery
-
33%
Straight line
Motor vehicles
-
25%
Straight line
Fixtures and fittings
-
25%
Straight line
Computer equipment
-
33%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 21

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 22

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge
Page 23

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

accounting for interest rate and foreign exchange derivatives.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the use of certain judgements, estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually
evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate
was based or as a result of new information or more experience. Significant accounting policies, estimates and
assumptions, and judgements are provided below:
Recoverable value of trade debtors
The recoverable values of trade and other debtors are reviewed regularly in light of available economic information
specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable.
At 31 December 2023, the carrying amount of trade debtors totalled £930,236 (2022: £887,591).


4.


Turnover

An analysis of turnover by class of business is as follows:


31 December
Period ended
31 December
2023
2022
£
£

Sale of goods
13,615,485
4,653,243


Analysis of turnover by country of destination:

31 December
Period ended
31 December
2023
2022
£
£

United Kingdom
13,615,485
4,653,243


Page 24

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

5.


Operating profit

The operating profit is stated after charging:

31 December
Period ended
31 December
2023
2022
£
£

Exchange differences
13,292
(9,305)

Other operating lease rentals
46,298
8,182


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


31 December
Period ended
31 December
2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
6,000
2,000

Fees payable to the Company's auditors for the audit of the Company's subsidiaries financial statements
24,630
27,175

Page 25

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
1,046,058
334,003
185,730
30,243

Social security costs
101,205
28,406
18,757
-

Cost of defined contribution scheme
35,607
13,910
1,855
-

1,182,870
376,319
206,342
30,243


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
     31 December
     Period ended
      31 December
     31 December
     Period ended
      31 December
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Total
40
39
3
3


8.


Directors' remuneration

31 December
Period ended
31 December
2023
2022
£
£

Directors' emoluments
188,256
92,664


During the year retirement benefits were accruing to 2 directors (2022 -2) in respect of defined contribution pension schemes.


9.


Interest receivable

31 December
Period ended
31 December
2023
2022
£
£


Other interest receivable
137
-

137
-

Page 26

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

10.


Interest payable and similar expenses

31 December
Period ended
31 December
2023
2022
£
£


Bank interest payable
241,746
80,302

Other loan interest payable
101,114
25,364

Finance leases and hire purchase contracts
-
13,863

Other interest payable
-
4,874

342,860
124,403


11.


Taxation


31 December
Period ended
31 December
2023
2022
£
£

Corporation tax


Current tax on profits for the year
229,701
34,668


Total current tax
229,701
34,668

Deferred tax


Origination and reversal of timing differences
(10,736)
(5,099)

Total deferred tax
(10,736)
(5,099)


Taxation on profit on ordinary activities
218,965
29,569
Page 27

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 -lower than) the standard rate of corporation tax in the UK of 25% (2022 -19%). The differences are explained below:

31 December
Period ended
31 December
2023
2022
£
£


Profit on ordinary activities before tax
576,150
297,614


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 -19%)
144,038
56,547

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
4,271
2,449

Adjustments to tax charge in respect of prior periods
(680)
2,314

Change in tax rates leading to an increase in taxation
(14,702)
4,599

Other differences leading to a decrease in the tax charge
3,104
(54,424)

Super-deduction adjustment
(35)
(2,934)

Goodwill amortisation
81,641
20,682

Depreciation on fair value uplift
1,328
336

Total tax charge for the year/period
218,965
29,569


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

12.


Intangible assets

Group 





Website development
Images
Computer software
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2023
140,439
-
77,717
3,265,965
3,484,121


Additions
11,640
2,250
10,963
-
24,853


Disposals
-
-
-
(1,151)
(1,151)



At 31 December 2023

152,079
2,250
88,680
3,264,814
3,507,823



Amortisation


At 1 January 2023
18,378
-
15,183
108,855
142,416


Charge for the year on owned assets
50,282
-
29,486
326,564
406,332


Impairment charge
-
-
(3,927)
-
(3,927)



At 31 December 2023

68,660
-
40,742
435,419
544,821



Net book value



At 31 December 2023
83,419
2,250
47,938
2,829,395
2,963,002



At 31 December 2022
122,061
-
62,534
3,157,110
3,341,705



All of the Group's intangible fixed assets are held in the Parent Company

Page 29

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

13.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
757,026
25,429
5,508
52,619
45,437
886,019


Additions
7,259
-
11,191
10,226
9,955
38,631


Disposals
-
-
-
(5,280)
-
(5,280)



At 31 December 2023

764,285
25,429
16,699
57,565
55,392
919,370



Depreciation


At 1 January 2023
9,563
6,412
963
11,838
18,829
47,605


Charge for the year on owned assets
20,775
18,968
4,903
15,305
25,249
85,200


Disposals
-
-
-
(1,320)
-
(1,320)



At 31 December 2023

30,338
25,380
5,866
25,823
44,078
131,485



Net book value



At 31 December 2023
733,947
49
10,833
31,742
11,314
787,885



At 31 December 2022
747,463
19,017
4,545
40,781
26,608
838,414

Page 30

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
4,574,980


Disposals
(1,151)



At 31 December 2023
4,573,829





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Class of shares

Holding

LDL Holdings Limited
Ordinary £1
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Class of shares

Holding

LDL Corporate Limited
Ordinary £1
100%
LDL Components Limited
Ordinary £1
100%
LDL (North) Limited
Ordinary £1
99.7%

The registered office of all subsidiaries is Unit 12 Graphite Way, Rossington Park, Derbyshire, SK13 1QH.


15.


Stocks

Group
Group
2023
2022
£
£

Finished goods
1,270,822
1,056,633

Work in progress (goods to be sold)
12,134
-

1,282,956
1,056,633


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 31

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

16.


Debtors



Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
930,236
887,591
-
79,200

Other debtors
88,732
86,352
2,444
-

Called up share capital not paid
250
250
250
250

Prepayments and accrued income
175,460
127,766
-
-

Financial instruments
-
3,777
-
-

1,194,678
1,105,736
2,694
79,450



17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
464,570
789,167
12,112
910



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
1,953,973
681,592
-
-

Trade creditors
1,474,576
1,342,143
-
-

Corporation tax
25,389
191,615
-
1,181

Other taxation and social security
188,961
201,511
32,285
4,740

Other creditors
76,482
116,886
50,510
50,000

Accruals and deferred income
68,288
144,401
6,000
2,000

Financial instruments
1,070
-
-
-

3,788,739
2,678,148
88,795
57,921



Page 32

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

.Creditors: Amounts falling due within one year (continued)

Loans from directors
Included within other creditors are loans from directors totalling £50,000.  These loans are unsecured, interest free and repayable on demand.
Bank loans
On 30 August 2022, the Group drew down on 3 HSBC facility agreements with the following terms:
Recovery Loan Scheme 
Facility limit: £1,718,665
Repayment terms: 60 monthly payments of £28,644
Interest: 4.65% per annum over the Bank of England base rate
Term loan
Facility limit: £1,125,000
Repayment terms: 36 monthly payments of £33,842
Interest: 3.98% per annum over the Bank of England base rates
Term loan
Facility limit: £562,500
Repayment terms: 180 monthly payments of £4,233
Interest: 3.00% per annum over the Bank of England base rate
All bank loans are secured by way of a fixed and floating charge over all assets.
At the year end, the Group breached one of its loan covenants relating to debt service coverage, making the entirety of that loan repayable on demand in accordance with the terms and conditions.  Subsequent to the year end, the bank indicated that it was not its intention to recall the loan, although this did not constitute a formal waiver.

Page 33

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
514,233
2,510,934
-
-

Amounts owed to group undertakings
-
-
2,798,154
2,937,018

Other creditors
887,861
786,764
887,861
786,764

Share capital treated as debt
868,350
868,350
868,350
868,350

2,270,444
4,166,048
4,554,365
4,592,132



Terms of the bank loans can be seen in note 18.
Loans from directors
Other creditors relates to deferred consideration due to a director, which is secured by way of a debenture containing fixed and floating charges.  Interest is being charged at a rate of 7.40% above Bank of England base rate and it is due for repayment on 30 August 2025.
Details of shares shown as liabilities
At 30 August 2022, the Company issued 868,350 £1 non-redeemable Preference Shares, these are included within the Other loans above. The Preference Shares carry a fixed cumulative, but not compounding Preferential Dividend at the relevant rate of their nominal value per share. The relevant rate shall be the annual rate of 0.001% while the controlling interest in the Company is held by a person or persons falling within the permitted control group, and at all other times, it shall be 15% per annum.
Further details regarding the Preference Shares can be seen in note 22.

Page 34

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
1,953,973
681,592

Amounts falling due 1-2 years

Bank loans
24,450
725,845

Amounts falling due 2-5 years

Bank loans
86,111
1,359,426

Amounts falling due after more than 5 years

Bank loans
403,672
425,663

2,468,206
3,192,526


Terms of the loans can be seen in note 18.

Page 35

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

21.


Deferred taxation


Group



2023


£






At beginning of year
(19,164)


Charged to profit or loss
10,736



At end of year
(8,428)







Group
Group
2023
2022
£
£

Accelerated capital allowances
(10,529)
(19,164)

Tax losses carried forward
2,101
-

(8,428)
(19,164)


22.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



100 A Ordinary shares of £1 each
100
100
100 B Ordinary shares of £1 each
100
100
50 C Ordinary shares of £1 each
50
50

250

250

2023
2022
£
£
Shares classified as debt

Allotted, called up and fully paid



868,350 (2022 -868,350) Preference shares of £1 each
868,350
868,350


Page 36

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

22.Share capital (continued)

Upon incorporation of the Company at 25 April 2022, the following shares were issued at par value:

100 A Ordinary Shares of £1
100 B Ordinary Shares of £1
50 C Ordinary Shares of £1

On 30 August 2022 868,350 £1 Preference Shares were issued at par value, these shares are shown as liabilities within note 19.

The shares have the following rights and restrictions:

Income

The Preference Shares shall carry a fixed cumulative but not compounding preferential dividend at the Relevant Rate of their nominal value per Share payable on 31 December in each year (Preference Dividend). Thereafter the Preference Shares shall have no further entitlement to any distribution of profits of the Company save as the Company may resolve to apply in the purchase of, or any capital reduction of, any Preference Shares from time to time.

After payment of the Preference Dividend, any profits which the Company may determine to distribute in respect of any financial period shall be distributed amongst the Holders of the A Shares, the B Shares and the C Shares in proportion to the amounts paid up on the Shares (excluding any premium) held by them respectively pari passu as if they constituted one class of share.

Capital

On a return of capital on a liquidation, sale or otherwise, the surplus assets of the Company remaining after payment of its liabilities (or as the case may be sale proceeds) shall be applied:

First, in paying to the Holders of the Preference Shares any arrears and/or accrual of Preference Dividend calculated to the date of such return of capital;

Second, in paying to the Holders of the Preference Shares the sum of £1 per share. Thereafter the Preference Shares shall carry no further right to participate in any return of capital.

Third, the balance (if any) of such surplus assets (or sale proceeds) shall belong to and be distributed amongst the Holders of the A Shares, the B Shares and the C Shares in proportion to the amounts paid up on the Shares (excluding any premium) held by them respectively pari passu as if they constituted one class of share.

Voting

On a written resolution and on a resolution to be passed at a general meeting of the Company, every shareholder shall have one vote for each share held by them. Provided that no shares other than the C shares shall confer any right to vote upon a resolution for the removal from office of a C Director; and other than at a class meeting of the holders of the Preference Shares, the Preference Shares shall not carry any voting rights.


23.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative retained earning net of distributions to owners.

Page 37

 
LDL Group Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £35,607 (2022: £13,910). Contributions totalling £8,407 (2022: £5,024) were payable to the fund at the balance sheet date and are included in other creditors.


25.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
82,985
88,601

Later than 1 year and not later than 5 years
189,564
222,126

272,549
310,727

The Company had no commitments under non-cancellable operating leases at the balance sheet date.


26.


Related party transactions

In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed of transactions entered into between wholly owned group undertakings.
Key management personnel compensation totalled £188,256 (
2022: £92,664).


27.


Controlling party

There is no overall controlling party of LDL Group Holdings Limited.

 
Page 38