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Registered number: 10503839









PFD AGENCY HOLDINGS LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PFD AGENCY HOLDINGS LIMITED
REGISTERED NUMBER: 10503839

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
29,555
26,184

Tangible assets
 6 
19,714
30,985

  
49,269
57,169

Current assets
  

Debtors
 8 
250,157
352,416

Cash at bank and in hand
 9 
2,130,978
1,897,081

  
2,381,135
2,249,497

Creditors: amounts falling due within one year
 10 
(2,805,726)
(2,746,573)

Net current liabilities
  
 
 
(424,591)
 
 
(497,076)

Total assets less current liabilities
  
(375,322)
(439,907)

Creditors: amounts falling due after more than one year
 11 
(250,000)
(250,000)

Provisions for liabilities
  

Other provisions
 14 
(51,453)
(46,453)

  
 
 
(51,453)
 
 
(46,453)

Net liabilities
  
(676,775)
(736,360)


Capital and reserves
  

Called up share capital 
  
260
260

Other reserves
 15 
49
49

Merger reserve
 15 
2,799,743
2,799,743

Profit and loss account
 15 
(3,552,085)
(3,608,444)

Equity attributable to owners of the parent Company
  
(752,033)
(808,392)

Non-controlling interests
  
75,258
72,032

  
(676,775)
(736,360)


Page 1

 
PFD AGENCY HOLDINGS LIMITED
REGISTERED NUMBER: 10503839
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




Caroline Jayne Michel
Director

Date: 18 September 2024

The notes on pages 5 to 22 form part of these financial statements.

Page 2

 
PFD AGENCY HOLDINGS LIMITED
REGISTERED NUMBER: 10503839

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 7 
3,000,000
3,000,000

  
3,000,000
3,000,000

Current assets
  

Debtors
 8 
243,464
243,788

  
243,464
243,788

Creditors: amounts falling due within one year
 10 
(23,907)
(8,159)

Net current assets
  
 
 
219,557
 
 
235,629

Total assets less current liabilities
  
3,219,557
3,235,629

  

Creditors: amounts falling due after more than one year
 11 
(250,000)
(250,000)

  

Net assets
  
2,969,557
2,985,629


Capital and reserves
  

Called up share capital 
  
260
260

Other reserves
 15 
49
49

Merger reserve
 15 
2,999,742
2,999,742

Profit and loss account brought forward
  
(14,422)
(5,945)

Loss for the year
  
(16,072)
(8,477)

Profit and loss account carried forward
  
(30,494)
(14,422)

  
2,969,557
2,985,629


Page 3

 
PFD AGENCY HOLDINGS LIMITED
REGISTERED NUMBER: 10503839
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




Caroline Jayne Michel
Director

Date: 18 September 2024

The notes on pages 5 to 22 form part of these financial statements.

Page 4

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

PFD Agency Holdings Limited (the "Company") is a private company limited by share capital, incorporated under the UK Companies Act 2006 and domiciled in England. The address of the Company's registered office is 55 New Oxford Street, London, England, WC1A 1BS.

2.Accounting policies

  
2.1

Summary of significant accounting policies

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

 
2.2

Basis of preparation of financial statements

The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the UK Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.
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.

Page 5

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its group undertakings as if they were a single entity up to the balance sheet date.
Intercompany transactions and balances between subsidiary undertakings are eliminated in full on consolidation. A subsidiary undertaking is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Where a subsidiary undertaking applies alternative accounting policies to that applied by the Company, adjustments on application of the Company's accounting policies are made to the financial statements of the subsidiary undertaking prior to consolidation.
The consolidated financial statements incorporate the results of business combinations by applying the share of net assets principle under the acquisition method.
The cost of a business combination is the sum of the fair value of consideration payable as monetary assets and/or issued equity, liabilities incurred and/or assumed on acquisition and other costs directly attributable to the business combination. Where control is achieved in stages the cost of a business combination is determined with respect to the staging date.
In the consolidated balance sheet, the acquiree's identifiable assets and 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 upon which control is achieved.
Acquired operations are deconsolidated from the date control ceases to be held.

  
2.4

Functional and presentational currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company, and the currency in which the financial statements are presented (the "presentational currency"), is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.

  
2.5

Foreign currency translation

Foreign currencies are translated into the functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial reporting period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 6

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Going concern

In assessing whether the going concern basis remains appropriate for the preparation of the Company's individual and consolidated financial statements, the directors have reviewed the Group’s principal and emerging risks, access to funding and liquidity position and the Group's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date.
The Company as a single independent entity is a non-trading wholly-encompassing group undertaking holding company and has no material working capital requirements. For these reasons, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company as a single independent entity to continue as a going concern.
In regards to the Group as a whole, the directors considered the actual and expected financial performance and access to financial support to be the key factors in determining their conclusion on the validity of applying the going concern basis towards the preparation of the Group's consolidated financial statements.
The Group is dependant on the income it generates through day-to-day operations in order to meet its cash-flow requirements. Where the income generated is insufficient to meet the Group's cash-flow requirements, the Group is reliant on the availability of financial support to enable the Group to continue trading and meet any and all debts as they fall due. Should adequate financial support not be made available to the Group, there is an increased risk that the Group would be unable to meet its debts as they should fall due and as a result part or all of the Group may no longer be a going concern.
Although the Group has reported operating losses before exceptional items over the preceding couple of years; the directors, with the continuing support of the Company's ultimate beneficial owners, remain of the opinion that the Group's 'raison d'être' is financially viable and capable of yielding consistent profitability in the long term.  With this in mind the directors, following the balance sheet date, have designed and commenced implementation of a modified operational strategy through which, the Group is forecasted to at least break even in the following financial reporting period and going forward report net profitability in subsequent reporting periods.
The directors have considered the Group's operational cash flow requirements for the short term, based on the observed performance up to the date these financial statements were approved and forecasted performance, and are of the opinion that the Group will have, available at its disposal, adequate financial resources to meet its debts as they should fall due and will be able to continue in operational existence for the foreseeable future.
While there will always remain an inherent uncertainty, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Group to continue as a going concern and therefore consider it both appropriate to continue to adopt the going concern basis in preparing the Group's consolidated financial statements and to not recognise any adjustments in the consolidated financial statements that would arise if the going concern basis were to become no longer appropriate for all or part of the Group expect in the case of the subsidiary undertaking, Agora Books Limited, for the reasons outlined as follows.
 
Page 7

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.6
Going concern (continued)

In December 2022 the subsidiary undertaking, Agora Books Limited, sold its principal operational assets and related trade. Subsequently in July 2023, the directors of Agora Books Limited agreed to commence plans towards the winding up of said company. Consequently, the financial statements of Agora Books Limited for the year ended 31 December 2023 consolidated as part of these financial statements have been prepared on a basis other than the going concern basis with adjustments recognised to reflect the remaining assets and liabilities at their net realisable values.

 
2.7

Revenue

Revenues recognised by the Group and reported in turnover are in respect of the provision of agency services and the sale of electronically published literary media during the financial reporting period.
 
In respect of the provision of agency services; commissions are recognised upon receipt, as and when, from clientele for whom the Group acts, or has acted for, as agent during the reporting period, exclusive of Value Added Tax.

In respect of the sale of electronically published literary media, the group's share of sales proceeds net of distribution fees payable and exclusive of Value Added Tax is recognised as and when the Company receives notification from third party distributors of amounts due in respect of sales made.

 
2.8

Operating leases

Operating leases, net of benefits receivable as an incentive, are charged to profit and loss on a straight line basis over the lease term.

Page 8

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.9

Share based remuneration

Certain employees of the Group have been granted share options in the Company under share option schemes operated during the financial reporting period.
At the grant date, the fair value of options granted is measured and recognised over the vesting period as an employment expense in profit or loss with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.
The vesting period is the period over which all of the specified vesting conditions are to be satisfied. The total amount to be expensed is determined by reference to the fair value of the options granted including any market performance conditions, excluding the impact of any service and non-market performance vesting conditions, and the impact of any non vesting conditions, i.e. factors either beyond or within the control of either party. Non-market performance vesting conditions are included within those assumptions about the number of options that are expected to vest. 
Where the terms and conditions of options are modified before options granted vest, the increase in the fair value of the options, measured immediately before and after the modification, is charged to profit or loss over the remaining vesting period.
At the end of each financial reporting period, the Company revises its estimates of the number of options that are expected to vest based on applicable market and non-market vesting conditions. It recognises the impact of revisions to original estimates, if any, in the balance sheet, with a corresponding adjustment to equity. 

 
2.10

Pensions

The Group operates a defined contribution pension plan for its employees. A defined contribution pension plan is one under which the Group pays fixed contributions to 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 falling due but not paid are shown as part of other creditors in the balance sheet. The assets of the pension plan are held separately from the Group in independently administered funds.

 
2.11

Exceptional items

Exceptional items are items that are unusual because of their size, nature or incidence and which the directors consider should be disclosed separately to enable a full understanding of the Group's results.

Page 9

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Taxation

Taxation comprises of income and/or corporate taxation ("current taxation") and deferred taxation recognised solely in profit or loss.
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date where taxable income is generated by the Group through its business operations.
Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date expected to apply when the related deferred tax asset/liability is realised/settled. 
Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised. 

 
2.13

Intangible assets

Intangible assets comprise of the following:
Goodwill on acquisition of subsidiary undertakings and client contracts
On initial recognition, such assets are measured at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses with any related expenditure previously recognised in profit or loss not recognised as an asset in a subsequent period.
Goodwill is amortised on a straight line basis to profit or loss over its useful economic life of four years in respect of client contracts and twenty years in respect of subsidiary undertakings.
Holdings in the rights of theatrical and other live performance productions
On initial recognition, such assets are measured at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is provided on a straight line basis to profit or loss over the assets' useful economic life equal to the term assigned upon acquisition during which the underlying economic benefits are made available to the Group.

 
2.14

Tangible fixed assets

Tangible fixed assets are recognised under the cost model and stated at historical cost less accumulated depreciation. 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 upon acquisition.

Page 10

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Tangible fixed assets (continued)

Depreciation is provided on the following basis:

Short-term leasehold property
-
Straight line over the lease term
Fixtures and fittings
-
Straight line over four years
Computer equipment
-
Straight line over three years

Fine art, included within fixtures and fittings, is estimated to have a net realisable value at the end of its useful life of 80% of its original cost.
Depreciation of a tangible fixed asset commences once the asset is available for use.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Fixed asset investments

Fixed asset investments comprise of holdings in unlisted company shares of subsidiary undertakings which are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the balance sheet date.

  
2.16

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised in the balance sheet upon becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Group’s obligations are discharged, cancelled or expired.
The measurement of specific financial assets, financial liabilities and equity held by the Group is as outlined in notes 2.17 to 2.20 below.

 
2.17

Debtors

Debtors, excluding deferred tax assets (see note 2.12), are initially measured at transaction price (i.e fair value) and subsequently held at transaction price less provision for impairment of assets.

 
2.18

Cash and cash equivalents

Cash balances are reported by the Group as being financial instruments classified as short term receivables and are represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours and subject to an insignificant risk of changes in value. Cash balances are held at floating interest rates linked to UK bank rates..
The Group holds cash on behalf of its clients. In the financial statements, clients' monies have been shown as part of cash at bank and in hand (note 9) in concomitance with a corresponding creditor balance as part of trade creditors (note 10).

Page 11

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.19

Creditors

Creditors are initially measured, and subsequently held, at transaction price (i.e fair value).

 
2.20

Equity

Ordinary share capital, shown in equity, is initially measured and subsequently held at its nominal value. Where the transaction price for issued shares exceeds their nominal value, the difference is shown under equity in a share premium account with any directly attributable transaction costs associated with the issuing of said shares deducted from said share premium account.

  
2.21

Provisions

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss during the reporting period in which the Group becomes aware of the obligation and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are allocated against the provision carried in the balance sheet.

Page 12

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies towards the preparation of the Company's individual and consolidated financial statements, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Although the expected outcome of said estimates and assumptions will, by definition, seldom equal the related actual results; estimates and judgments made are continually reevaluated and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical judgments in applying the entity’s accounting policies
There were no critical judgments made in applying the entity's accounting policies.
Critical accounting estimates and assumptions
The estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below:
Impairment of investments
Where an indication of impairment is identified, the directors make an estimation of the recoverable value based on the expected proceeds currently receivable on disposal taking into account expected future earnings and, where possible, externally available market prices.

Impairment of debtors
When assessing the recoverable value of debtors, the directors consider a variety of factors including the ageing profile of the debt, historical and market experience with the customer and the quality of communications to date. In preparing the financial statements for the year ended 31 December 2022, the directors were of the opinion that no indication of a material impairment was present which would warrant the recognition of a provision to be made as at the balance sheet date. 


4.


Employees

The average monthly number of employees, including directors, during the year was 38 (2022 - 38).

Page 13

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Intangible assets

Group





Other rights and development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2023
84,333
10,776,937
10,861,270


Additions
18,667
-
18,667



At 31 December 2023

103,000
10,776,937
10,879,937



Amortisation


At 1 January 2023
58,149
10,776,937
10,835,086


Charge for the year on owned assets
15,296
-
15,296



At 31 December 2023

73,445
10,776,937
10,850,382



Net book value



At 31 December 2023
29,555
-
29,555



At 31 December 2022
26,184
-
26,184


The intangible assets which are material to the financial statements comprise of two literary manuscripts; one of a net book value of £7,518 and remaining useful life of 0.8 years outstanding as at the balance sheet date and another currently under development and held at a net book value of £22,037 at the balance sheet date.


Company
The Company held no intangible fixed assets during the current or preceding financial reporting periods.

Page 14

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost


At 1 January 2023
225,393
82,642
132,313
440,348


Additions
-
74
8,702
8,776



At 31 December 2023

225,393
82,716
141,015
449,124



Depreciation


At 1 January 2023
215,852
71,632
121,879
409,363


Charge for the year on owned assets
9,111
3,588
7,348
20,047



At 31 December 2023

224,963
75,220
129,227
429,410



Net book value



At 31 December 2023
430
7,496
11,788
19,714



At 31 December 2022
9,541
11,010
10,434
30,985

Company
The Company held no tangible fixed assets during the current or preceding financial reporting periods.

Page 15

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2023
4,834,120



At 31 December 2023

4,834,120



Impairment


At 1 January 2023
1,834,120



At 31 December 2023

1,834,120


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Agora Books Limited
Ordinary
100%
Armchair General Limited*
Ordinary
100%
Laurence Pollinger Limited*
Ordinary
75%
Peters Fraser & Dunlop Limited
Ordinary
100%
Pollinger Limited*
Ordinary
75%
The Rights House Limited*
Ordinary
100%

* Investment held indirectly

Page 16

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors

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

Due after more than one year

Deferred tax asset
13,219
13,219
-
-

Due within one year

Trade debtors
93,218
85,866
-
-

Amounts owed by group undertakings
-
-
243,445
243,765

Other debtors
21,029
11,022
19
23

Prepayments and accrued income
122,691
238,942
-
-

Deferred taxation
-
3,367
-
-

250,157
352,416
243,464
243,788


Trade and other debtors falling due within one year are non-interest bearing and, in the opinion of the directors, of a fair value not materially different to their carrying value.
At the balance sheet date, the provision for impairment against debtors falling due within one year was £nil (2022: £nil).


9.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
2,130,978
1,897,081

2,130,978
1,897,081


As at the balance sheet date, cash balances held on behalf of clients and included within cash and cash equivalents amounted to £1,445,138 (2022: £1,358,181).

Page 17

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due within one year

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

Other loans
660,126
505,000
-
-

Trade creditors
1,578,611
1,815,672
-
-

Corporation tax
14,982
31,794
-
-

Other taxation and social security
134,191
121,813
-
-

Other creditors
96,876
134,922
-
-

Accruals and deferred income
320,940
137,372
23,907
8,159

2,805,726
2,746,573
23,907
8,159


Other loans and amounts owed to group undertakings are unsecured, interest-free and repayable on demand with no fixed date of repayment.


11.


Creditors: Amounts falling due after more than one year

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

Other loans
250,000
250,000
250,000
250,000

250,000
250,000
250,000
250,000


Other loans of £250,000 (2022: £250,000) are unsecured, incur interest at a rate of 4% per annum and are subject to repayment in full on six months notice at any time after 31 December 2023.


12.


Financial instruments

The Company and its Group held no financial instruments during either the current or preceding financial reporting periods that would require specific disclosure under sections 1.12, 11 or 12 of Financial Reporting Standard 102 or paragraph 36 of Schedule 1 to the Companies Act 2006.

The total interest income and expenditure in respect of financial assets and liabilities not held at fair value through profit or loss (i.e. re-measured to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date with any financial movement recognised immediately in profit or loss) was as disclosed in the consolidated statement of comprehensive income as reported on page 1.

Page 18

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Share based remuneration

During the year, the Company continued to operate an HMRC approved equity settled share based remuneration scheme for certain employees of the Group; the “PFD Agency Holdings Limited EMI Option Scheme”.
Under the Approved Scheme, the directors may grant options over shares in the Company to employees of the Group with awards of options generally reserved for employees at senior and director level. As at the balance sheet date for the current and preceding financial reporting periods, there were five eligible participants; of which 1 participant was, and continued to be as at the date these financial statements were approved, a director of the Company.
Options are granted with a fixed exercise price at the date of grant. The contractual life of an option is ten years from the date of the grant being awarded and options granted under the Approved Scheme will become exercisable annually in 33.3% tranches commencing 2 years from the grant date or in their entirety upon occurrence of a sale, compulsory acquisition event or listing provided the option holder remains an eligible employee at the time of exercise.
Exercise of an option is subject to continued employment from the date of the option being granted and is settled by equity.
During the year no options (2022: 1,392) were granted to and no options (2022: nil) exercised by employees.
At the balance sheet date, there were 5,645 (2022: 5,645) options granted and exercisable each with a weighted average exercise price of £0.01.

Page 19

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Provisions


Group






Leasehold
dilapidations
Electricity
charges
Total

£
£
£





At 1 January 2023
23,750
22,703
46,453


Charged to profit or loss
5,000
-
5,000



At 31 December 2023
28,750
22,703
51,453

A provision for dilapidations is recognised for potential costs to "re-decorate and make good" the leased premises upon the Group's departure from said leased premises; the head lease of which the term is scheduled to expire on 25 March 2028 but is subject to a break clause period ending on 25 March 2023.
The charge is derived from management's estimation which has taken into account the size and condition of the leasehold property, works carried out by the Group to date in respect of the leasehold property and the duration of the lease term.
A provision for electricity charges is recognised in respect of arrears that have arisen as a result of incorrect usage allocation amongst shared occupants by the managing agents of the office premises currently occupied by the Group. The Group intends to challenge the arrears on the grounds that the incorrect allocation was not the fault of the Group but that of the managing agents and the Group has paid all charges invoiced to them as per the terms of the underlying agreement.
The charge is derived from calculations provided to the Group by the premises' managing agents.
Company
The Company has no provisions to report as at the balance sheet date.


15.


Reserves

Other reserves

Other reserves comprise of contingent equity against share options vesting during the reporting period but not exercised as at the balance sheet date.

Merger Reserve

The merger relief reserve represents the uplift in investment valuation between the nominal value of issued share capital and the independent share valuation undertaken on acquisition of the Company's subsidiaries less amounts provided for towards impairment.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and (losses) net of amounts distributed as dividends to equity shareholders.

Page 20

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Pension commitments

The pension cost charge represents contributions payable by the Group towards defined contribution pension schemes and amounted to £74,562 for the year ended 31 December 2023 (2022: £71,040). 

Employee and employer contributions totalling £Nil (2022: £12,845) were payable at the balance sheet date and included in creditors falling due within one year.


17.


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
176,574
60,002

Later than 1 year and not later than 5 years
529,723
833,800

Later than 5 years
44,144
-

750,441
893,802

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


18.


Related party transactions

The Company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the Company and its group undertakings as said transactions and balances have been eliminated in full on consolidation.
There were no other related party transactions and/or period end balances to report in accordance with the Companies Act 2006 and Section 1A of Financial Reporting Standard 102 as part of these financial statements.


19.


Controlling party

The directors are of the opinion that there is no ultimate controlling party based on the nature of the shareholdings in the Company.

Page 21

 
PFD AGENCY HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

In their report, the auditors emphasised the following matters without qualifying their report:

Taking into account those matters outlined in note 2.6 of the financial statements, the auditors were of the opinion, albeit not modified in respect of this matter, that there was a significant possibility that the Group, for which the Company is the ultimate parent undertaking, may become unable to meet its liabilities as they should fall due without significant financial support from third parties and consequently indicated that a material uncertainty may exist that may cast significant doubt on the Group's ability to continue as a going concern.

The subsidiary undertakings, Laurence Pollinger Limited and PFD Agents Limited, took advantage of audit exemptions made available under s480 of the Companies Act 2006 for both the year under review and its comparative.

The audit report was signed on 18 September 2024 by Richard Paul (senior statutory auditor) on behalf of Nyman Libson Paul LLP.

 
Page 22