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REGISTERED NUMBER: SC632878 (Scotland)











































Dragonfly Holdco Limited

Group Strategic Report,

Report of the Directors and

Audited

Consolidated Financial Statements

for the Year Ended 31st December 2023






Dragonfly Holdco Limited (Registered number: SC632878)






Contents of the Consolidated Financial Statements
for the year ended 31st December 2023




Page

Company information 1

Group strategic report 2 to 3

Report of the directors 4 to 5

Report of the independent auditors 6 to 9

Consolidated income statement 10

Consolidated other comprehensive income 11

Consolidated balance sheet 12

Company balance sheet 13

Consolidated statement of changes in equity 14

Company statement of changes in equity 15

Consolidated cash flow statement 16

Notes to the consolidated cash flow statement 17

Notes to the consolidated financial statements 18 to 28


Dragonfly Holdco Limited

Company Information
for the year ended 31st December 2023







Directors: Mrs V K I Grant
A W Bagshaw





Registered office: 4 Stafford Street
Edinburgh
United Kingdom
EH3 7AU





Registered number: SC632878 (Scotland)





Auditors: Rennie Welch Audit Limited
Academy House
Shedden Park Road
Kelso
Roxburghshire
TD5 7AL

Dragonfly Holdco Limited (Registered number: SC632878)

Group Strategic Report
for the year ended 31st December 2023

The directors present their strategic report of the company and the group for the year ended 31st December 2023.

Review of business
The group continued to be an award-winning, boutique direct marketing agency offering creative, print and digital campaigns that are driven by deep data profiling and targeted distribution to deliver results for our clients.

The group's core values remain at the forefront of everything we do every day. These values are:

- Integrity - we're trusted, open problem solvers
- Honesty - we're proud champions and ambassadors
- Promise to our customers - we provide better solutions
- Relationships - we deliver value and memorable moments

2023 was an extremely exciting and busy year for the group. A few of the highlights from this period are:

We gained B Corp status in January 2023;
Our staff engagement survey for 2023 ended at a phenomenal engagement score of 81.8, an increase of 3 points on the previous survey and the highest ever score achieved;
Dragonfly Agency won 2 SMP Awards for our work on Gold DM for a client and Gold Spring Appeal for another client. One of our Dragonflies also won the Rising Star award;
We retained our qualifications in ISO14001: 2015 Environmental management and ISO/IEC 27001:2013 Information Security Management System;
We continue to build on our ESG strategy to ensure we are well placed for future opportunities;
We have launched several new products including technical solutions for a range of clients.

Principal risks and uncertainties
The key business risks affecting the group are:

- Product availability and pricing
- Inflation
- Foreign exchange
- Interest rates
- GDPR and compliance requirements

The Directors regularly review risk strategy and make arrangements to reduce exposure using appropriate financial instruments.

The group manages its cash and borrowing requirements in order to minimise interest expense whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business. The cash reserves are maintained to allow the group to take account of any expansion and investment opportunities that may arise.


Dragonfly Holdco Limited (Registered number: SC632878)

Group Strategic Report
for the year ended 31st December 2023

Development and performance
The results for the year show a profit on ordinary activities before tax of £1,787,275 (2022 - £3,134,786). The Board are satisfied with the performance for the financial year considering the challenges faced and increased costs in the supply chain.

During 2023 several areas had specific impact on the group. Paper mill strikes and UPM disputes caused paper shortages which led to increased paper prices and delivery lead times. The late 2022 Royal Mail postage price increases forced clients to switch from mail delivery to door drop delivery to try and reach the same audience levels. 2023 saw UK interest rates increased 5 times to a historic high leading to smaller budgets available for marketing. The South African Rand exchange rate fell 12.07% when compared to the British Pound making mailing from the UK less attractive.

The Board monitor the progress of the group by the following KPIs:


2023 2022
Turnover £21.2m £23.6m
Gross Profit % 16% 18%
Net profit before tax 8% 13%

On behalf of the board:





Mrs V K I Grant - Director


10th July 2024

Dragonfly Holdco Limited (Registered number: SC632878)

Report of the Directors
for the year ended 31st December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2023.

Principal activity
The principal activity of the group in the year under review was that of marketing consultancy.

Dividends
Interim dividends were paid on A Ordinary 1 shares for the year ended 31st December 2023, the total dividend distributions for this share type was £272,000.

No interim dividends were paid on the B Ordinary 1 shares.

The directors do not recommend a final dividend to be declared for either share type for the year ended 31st December 2023.

Research and development
An R&D claim is currently under review for 2023. At the date of signing the financial statements the claim has not yet been submitted so no provision has been included.

Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.

Directors
The directors shown below have held office during the whole of the period from 1st January 2023 to the date of this report.

Mrs V K I Grant
A W Bagshaw

Charitable donations and expenditure
During the year the company made various small donations totalling £8,043 (2022 - £9,097).

Statement of directors' responsibilities
The directors are responsible for preparing the Group strategic report, the Report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the 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 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 company will continue in business.

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

Dragonfly Holdco Limited (Registered number: SC632878)

Report of the Directors
for the year ended 31st December 2023


Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors
The auditors, Rennie Welch Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:





Mrs V K I Grant - Director


10th July 2024

Report of the Independent Auditors to the Members of
Dragonfly Holdco Limited

Opinion
We have audited the financial statements of Dragonfly Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2023 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated cash flow statement, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 directors are responsible for the other information. The other information comprises the information in the Group strategic report and the Report of the directors, but does not include the financial statements and our Report of the auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group strategic report and the Report of the directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Dragonfly Holdco Limited


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 Report of the directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of 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 Statement of directors' responsibilities set out on page four, 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 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.

Report of the Independent Auditors to the Members of
Dragonfly Holdco Limited


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 a Report of the auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Audit response to risks identified
- the nature of the industry and sector, control environment and business performance.
- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
-- identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance.
-- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud.
-- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and have not identified any significant areas with potential for fraud to occur. We hold this view on the basis on that the company is classified under the Companies Act 2006 as a medium group for reporting purposes, under which anomalies would be detected.

Further to this no non-routine financial accounting has taken place from which we would expect an increase of fraud or error to occur.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

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 Report of the auditors.

Report of the Independent Auditors to the Members of
Dragonfly Holdco Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the auditors 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.




Gillian Adamson BSC (Hons) CA CTA (Senior Statutory Auditor)
for and on behalf of Rennie Welch Audit Limited
Academy House
Shedden Park Road
Kelso
Roxburghshire
TD5 7AL

10th July 2024

Dragonfly Holdco Limited (Registered number: SC632878)

Consolidated
Income Statement
for the year ended 31st December 2023

2023 2022
Notes £    £   

Turnover 3 21,229,805 23,614,054

Cost of sales (17,842,306 ) (19,343,125 )
Gross profit 3,387,499 4,270,929

Administrative expenses (1,663,176 ) (1,147,418 )
Operating profit 5 1,724,323 3,123,511

Interest receivable and similar income 62,952 11,275
Profit before taxation 1,787,275 3,134,786

Tax on profit 6 (398,692 ) (587,433 )
Profit for the financial year 1,388,583 2,547,353
Profit attributable to:
Owners of the parent 1,388,583 2,547,353

Dragonfly Holdco Limited (Registered number: SC632878)

Consolidated
Other Comprehensive Income
for the year ended 31st December 2023

2023 2022
Notes £    £   

Profit for the year 1,388,583 2,547,353


Other comprehensive income - -
Total comprehensive income for the year 1,388,583 2,547,353

Total comprehensive income attributable to:
Owners of the parent 1,388,583 2,547,353

Dragonfly Holdco Limited (Registered number: SC632878)

Consolidated Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
Fixed assets
Intangible assets 9 104,766 93,060
Tangible assets 10 16,567 21,626
Investments 11 4,067,470 4,067,470
4,188,803 4,182,156

Current assets
Debtors: amounts falling due within one
year

12

2,447,925

1,941,491
Debtors: amounts falling due after more
than one year

12

2,040,442

1,138,885
Cash at bank and in hand 3,314,561 5,623,699
7,802,928 8,704,075
Creditors
Amounts falling due within one year 13 1,193,266 3,204,496
Net current assets 6,609,662 5,499,579
Total assets less current liabilities 10,798,465 9,681,735

Provisions for liabilities 15 4,050 3,903
Net assets 10,794,415 9,677,832

Capital and reserves
Called up share capital 16 1,000 1,000
Share premium 17 2,999,000 2,999,000
Retained earnings 17 7,794,415 6,677,832
Shareholders' funds 10,794,415 9,677,832

The financial statements were approved by the Board of Directors and authorised for issue on 10th July 2024 and were signed on its behalf by:





Mrs V K I Grant - Director


Dragonfly Holdco Limited (Registered number: SC632878)

Company Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
Fixed assets
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 4,067,472 4,067,472
4,067,472 4,067,472

Creditors
Amounts falling due within one year 13 67,472 67,472
Net current liabilities (67,472 ) (67,472 )
Total assets less current liabilities 4,000,000 4,000,000

Capital and reserves
Called up share capital 16 1,000 1,000
Share premium 17 2,999,000 2,999,000
Retained earnings 17 1,000,000 1,000,000
Shareholders' funds 4,000,000 4,000,000

Company's profit for the financial year 272,000 272,000

The financial statements were approved by the Board of Directors and authorised for issue on 10th July 2024 and were signed on its behalf by:





Mrs V K I Grant - Director


Dragonfly Holdco Limited (Registered number: SC632878)

Consolidated Statement of Changes in Equity
for the year ended 31st December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2022 1,000 4,402,479 2,999,000 7,402,479

Changes in equity
Dividends - (272,000 ) - (272,000 )
Total comprehensive income - 2,547,353 - 2,547,353
Balance at 31st December 2022 1,000 6,677,832 2,999,000 9,677,832

Changes in equity
Dividends - (272,000 ) - (272,000 )
Total comprehensive income - 1,388,583 - 1,388,583
Balance at 31st December 2023 1,000 7,794,415 2,999,000 10,794,415

Dragonfly Holdco Limited (Registered number: SC632878)

Company Statement of Changes in Equity
for the year ended 31st December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2022 1,000 1,000,000 2,999,000 4,000,000

Changes in equity
Dividends - (272,000 ) - (272,000 )
Total comprehensive income - 272,000 - 272,000
Balance at 31st December 2022 1,000 1,000,000 2,999,000 4,000,000

Changes in equity
Dividends - (272,000 ) - (272,000 )
Total comprehensive income - 272,000 - 272,000
Balance at 31st December 2023 1,000 1,000,000 2,999,000 4,000,000

Dragonfly Holdco Limited (Registered number: SC632878)

Consolidated Cash Flow Statement
for the year ended 31st December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (928,732 ) 3,118,617
Tax paid (689,361 ) (395,370 )
Net cash from operating activities (1,618,093 ) 2,723,247

Cash flows from investing activities
Purchase of intangible fixed assets (26,672 ) (93,060 )
Purchase of tangible fixed assets (5,261 ) (5,329 )
Sale of tangible fixed assets - 442
Interest received 62,952 11,275
Net cash from investing activities 31,019 (86,672 )

Cash flows from financing activities
Amount introduced by directors 272,001 -
Amount withdrawn by directors (722,065 ) (461,376 )
Equity dividends paid (272,000 ) (272,000 )
Net cash from financing activities (722,064 ) (733,376 )

(Decrease)/increase in cash and cash equivalents (2,309,138 ) 1,903,199
Cash and cash equivalents at beginning
of year

2

5,623,699

3,720,500

Cash and cash equivalents at end of year 2 3,314,561 5,623,699

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st December 2023

1. Reconciliation of profit before taxation to cash generated from operations
2023 2022
£    £   
Profit before taxation 1,787,275 3,134,786
Depreciation charges 25,286 8,635
Profit on disposal of fixed assets - (442 )
Finance income (62,952 ) (11,275 )
1,749,609 3,131,704
(Increase)/decrease in trade and other debtors (987,003 ) 12,240
Decrease in trade and other creditors (1,691,338 ) (25,327 )
Cash generated from operations (928,732 ) 3,118,617

2. Cash and cash equivalents

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Year ended 31st December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 3,314,561 5,623,699
Year ended 31st December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 5,623,699 3,720,500


3. Analysis of changes in net funds

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 5,623,699 (2,309,138 ) 3,314,561
5,623,699 (2,309,138 ) 3,314,561
Total 5,623,699 (2,309,138 ) 3,314,561

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements
for the year ended 31st December 2023

1. Statutory information

Dragonfly Holdco Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertaking (The Dragonfly Agency Limited, being a wholly owned subsidiary) drawn up to 31st December 2023 (No change to subsidiary undertaking from current year for the consolidated accounts made up to 31st December 2022).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities, either through it's voting rights or another factor which would allow for significant control to be applied.

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

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

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiary, which is a related party, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Turnover
Turnover represents the total invoice value, excluding value added tax, of sales invoiced during the year, or the fair value of services provided for amounts not invoiced at the year end.

Turnover arising from the sale of goods is recognised when the significant risks and rewards of ownership have passed to the buyer. Turnover arising from the provision of services is recognised as contract activity progresses and the right to consideration is earned. Unbilled turnover is included in debtors as amounts recoverable on contracts.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of four years.

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

2. Accounting policies - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Fixtures and fittings - 20% on cost
Office equipment - 20% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Financial instruments
The following assets and liabilities are classified as financial instruments - trade debtors, other debtors, inter company loans, trade creditors, accruals and directors' loans.

Directors' loans (being repayable on demand), trade debtors, other debtors, inter company loans ,trade creditors and accruals are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at 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 Statement of Income and Retained Earnings.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

2. Accounting policies - continued

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Provisions
Provisions are set up only where it is probable that a present obligation exists as a result of an event prior to the balance sheet date and that a payment will be required in settlement that can be estimated reliably. Where material, provisions are calculated on a discounted basis.

Employee benefits
Short term employee benefits, including holiday pay, are recognised as an expense in the Statement of Income and Retained Earnings in the period in which they are incurred.

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Going concern
The directors have considered the company's financial position for a period of 12 months from the date of signing these financial statements and have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

3. Turnover

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Sale of goods 21,229,805 23,614,054
21,229,805 23,614,054

4. Employees and directors
2023 2022
£    £   
Wages and salaries 751,898 612,849
Social security costs 73,881 56,008
Other pension costs 23,700 92,684
849,479 761,541

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

4. Employees and directors - continued

The average number of employees during the year was as follows:
2023 2022

14 13

2023 2022
£    £   
Directors' remuneration 32,115 26,137
Directors' pension contributions to money purchase schemes 455 40,452

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

5. Operating profit

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Hire of plant and machinery 1,703 1,956
Depreciation - owned assets 10,320 8,636
Profit on disposal of fixed assets - (442 )
Computer software amortisation 14,966 -
Auditors' remuneration 6,925 7,500
Foreign exchange differences 104,969 (8,735 )

6. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 398,545 587,926

Deferred tax 147 (493 )
Tax on profit 398,692 587,433

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

6. Taxation - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 1,787,275 3,134,786
Profit multiplied by the standard rate of corporation tax in the UK of
23.521 % (2022 - 19 %)

420,385

595,609

Effects of:
Expenses not deductible for tax purposes 2,347 201
Depreciation in excess of capital allowances 1,127 241
Deferred tax expense 147 (493 )
Previous year adjustment (25,314 ) (8,125 )
Total tax charge 398,692 587,433

7. Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income statement of the parent company is not presented as part of these financial statements.


8. Dividends
2023 2022
£    £   
A Ordinary shares of 1 each
Interim 272,000 272,000

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

9. Intangible fixed assets

Group
Computer
software
£   
Cost
At 1st January 2023 93,060
Additions 37,932
Disposals (11,260 )
At 31st December 2023 119,732
Amortisation
Amortisation for year 14,966
At 31st December 2023 14,966
Net book value
At 31st December 2023 104,766
At 31st December 2022 93,060

10. Tangible fixed assets

Group
Fixtures
and Office
fittings equipment Totals
£    £    £   
Cost
At 1st January 2023 21,068 33,790 54,858
Additions - 5,261 5,261
At 31st December 2023 21,068 39,051 60,119
Depreciation
At 1st January 2023 15,332 17,900 33,232
Charge for year 4,211 6,109 10,320
At 31st December 2023 19,543 24,009 43,552
Net book value
At 31st December 2023 1,525 15,042 16,567
At 31st December 2022 5,736 15,890 21,626

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

11. Fixed asset investments

Group
Shares in
group
undertakings
£   
Cost
At 1st January 2023
and 31st December 2023 4,067,470
Net book value
At 31st December 2023 4,067,470
At 31st December 2022 4,067,470
Company
Shares in
group
undertakings
£   
Cost
At 1st January 2023
and 31st December 2023 4,067,472
Net book value
At 31st December 2023 4,067,472
At 31st December 2022 4,067,472


Details of investment in which the group and the parent company hold 20% or more of the nominal value of any class of share capital are as follows (All subsidiaries have their registered office within the UK.):




Name of Company



Holding
Proportion
of voting
rights and
shares held






Nature of business

The Dragonfly Agency Limited Ordinary £1 shares 100% Marketing consultancy


Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

12. Debtors

Group
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 1,135,831 364,105
Other debtors 190,606 215,963
Directors' loan accounts 940,498 519,510
Prepayments 180,990 841,913
2,447,925 1,941,491

Amounts falling due after more than one year:
Other debtors 2,040,442 1,138,885

Aggregate amounts 4,488,367 3,080,376

13. Creditors: amounts falling due within one year

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade creditors 395,472 2,248,963 - -
Amounts owed to group undertakings - - 67,472 67,472
Tax 146,596 437,412 - -
Social security and other taxes 64,053 43,540 - -
VAT 325,120 204,247 - -
Other creditors 22,748 44,950 - -
Directors' loan accounts - 29,076 - -
Accrued expenses 239,277 196,308 - -
1,193,266 3,204,496 67,472 67,472

14. Leasing agreements

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 53,328 55,274
Between one and five years 213,312 -
266,640 55,274

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

15. Provisions for liabilities

Group
2023 2022
£    £   
Deferred tax
Accelerated capital allowances 4,050 3,903

Group
Deferred
tax
£   
Balance at 1st January 2023 3,903
Provided during year 147
Balance at 31st December 2023 4,050

16. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
751 A Ordinary 1 751 751
249 B Ordinary 1 249 249
1,000 1,000

17. Reserves

Group
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2023 6,677,832 2,999,000 9,676,832
Profit for the year 1,388,583 - 1,388,583
Dividends (272,000 ) - (272,000 )
At 31st December 2023 7,794,415 2,999,000 10,793,415

Company
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2023 1,000,000 2,999,000 3,999,000
Profit for the year 272,000 - 272,000
Dividends (272,000 ) - (272,000 )
At 31st December 2023 1,000,000 2,999,000 3,999,000

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

17. Reserves - continued

Retained earnings represents cumulative profits and losses, net of dividends paid and other adjustments.

Share premium contains the premium arising on issue of equity shares, net of issue expense.

18. Directors' advances, credits and guarantees

The following advances and credits to directors subsisted during the years ended 31st December 2023 and 31st December 2022:

2023 2022
£ £
Director 1
Balance outstanding at start of year 29,077 (4,058 )
Amounts advanced 272,000 272,000
Amounts repaid (710,700 ) (238,865 )
Balance outstanding at end of year (409,623 ) 29,077

Director 2
Balance outstanding at start of year (519,510 ) (25,000 )
Amounts advanced - -
Amounts repaid (11,364 ) (494,510 )
Balance outstanding at end of year (530,874 ) (519,510 )

These loans are unsecured, interest has been charged at the official rates published by HMRC and they are repayable on demand.

Dragonfly Holdco Limited (Registered number: SC632878)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

19. Related party disclosures

Group
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Included within other debtors are loans between the company's related parties (who do not form part of the group structure) which are under common control. Information in relation to these balances are disclosed below...

Related Party 2023 2022

Loan to Dragonfly Properties Ltd 1,158,688 429,898
Loan to Dragonfly Properties South Africa Limited 459,338 453,660
Dragonfly Direct Marketing South Africa 422,416 255,327
2,040,442 1,138,885

These loans are repayable to the company on a term that falls due over 1 year and no interest is being charged on the balances outstanding.

Company
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

20. Post balance sheet events

An interim dividend for the financial year ended 31st December 2024 was declared to the company's A Ordinary 1 shareholders on 31st March 2024 for the total sum of £200,000.

21. Ultimate controlling party

The ultimate controlling party is Mrs V K I Grant.