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Registration number: 05730982

PDI (Holdings) Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 October 2023

 

PDI (Holdings) Limited

Contents

Company Information

1

Strategic Report

2 to 3

Director's Report

4

Statement of Director's Responsibilities

5

Independent Auditor's Report

6 to 9

Consolidated Profit and Loss Account

10

Consolidated Statement of Comprehensive Income

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14 to 15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 33

 

PDI (Holdings) Limited

Company Information

Director

Davide Gabriele Padoa

Company secretary

Paul Alexander Brooks Molle

Registered office

80-83 Long Lane
London
EC1A 9ET

Auditors

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

 

PDI (Holdings) Limited

Strategic Report for the Year Ended 31 October 2023

The director presents the strategic report for the year ended 31 October 2023.

Principal activity

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

Fair review of the business

Group turnover for the year was £4.6 million (2022 - £3.9 million) and loss before tax was £139K (2021 - loss of £609K). Group net assets at 31 October 2023 were £6.3 million (2022 - £6.5 million).

Whilst 2023 proved to be another difficult trading year, with contracted works performing worse than anticipated, the business benefited with the continuation of the highly resource intensive Lykli Noida project. The detailed design work of this project being completed in the late summer.

From one large project to another Cevahir Mall in Istanbul, Turkey, finally kicked off after months of negotiations and saw a new prominent client (the real estate arm of Kuwait sovereign fund ‘KIO’) coming on board and a refreshed relationship with a growing asset management company (Pradera) promising further business development opportunities in the UK market and abroad.

A prudent resource replacement policy has enabled the business to scale down in order to contain costs.

It is anticipated that following the openings of various high-profile projects in China, UAE and India, the company will boost its profile in these regions leading to further business opportunities.

Our presence more locally in Europe is maintained with the soon to be opened Pompeii Maximall, in Italy nearing completion.

With the overall staff reduction across the group the Parent company has decided to restructure its subsidiaries office accommodation both in London and Milan, therefore creating further overhead savings.

 

PDI (Holdings) Limited

Strategic Report for the Year Ended 31 October 2023

Principal risks and uncertainties

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

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

Credit Risk - Due to the uncertain economic climate that the business is currently operating in, the risk of bad debts has increased. Measures taken to ensure risk is minimised include an enhanced client vetting, onboarding and monitoring processes.

Market Risk - The directors do not consider that the Group is unduly exposed to market risk. The company carries out business in Sterling, US Dollars and Euros and maintains separate bank accounts for each currency which mitigates its currency risk exposure. The Groupis exposed to interest rate risk in relation to long term debt funding however it has been able to service the debt without any difficulties.

Liquidity Risk - The Group places great importance on managing its liquidity closely, ensuring that there is sufficient cash to settle its short term obligations.This was achieved as a result of the continued success of the business, improved payments terms from key suppliers and an enhanced credit control function within the Group.

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

Approved and authorised by the director on 29 October 2024
 

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

 

PDI (Holdings) Limited

Director's Report for the Year Ended 31 October 2023

The report and the for the year ended 31 October 2023.

Director of the group

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

Davide Gabriele Padoa

Information included in the Strategic Report

The Group has chosen in accordance with Section 414C(11) of the Companies Act 2006 to include certain disclosures required under Section 416 of the Companies Act 2006 within the Strategic Report.

Disclosure of information to the auditor

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

Approved and authorised by the director on 29 October 2024
 

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

 

PDI (Holdings) Limited

Statement of Director's Responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

 

PDI (Holdings) Limited

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

Opinion

We have audited the financial statements of PDI (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2023 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

PDI (Holdings) Limited

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

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities set out on page 5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

PDI (Holdings) Limited

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

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

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

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

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

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

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

 

PDI (Holdings) Limited

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

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

80-83 Long Lane
London
EC1A 9ET

29 October 2024

 

PDI (Holdings) Limited

Consolidated Profit and Loss Account for the Year Ended 31 October 2023

Note

2023
£

2022
£

Turnover

3

4,661,393

3,933,328

Cost of sales

 

(511,052)

50,785

Gross profit

 

4,150,341

3,984,113

Administrative expenses

 

(4,367,547)

(4,692,877)

Other operating income

259,873

262,366

Operating profit/(loss)

5

42,667

(446,398)

Interest payable and similar expenses

6

(184,312)

(162,430)

Loss before tax

 

(141,645)

(608,828)

Tax on loss

10

23,285

2,248

Loss for the financial year

 

(118,360)

(606,580)

Profit/(loss) attributable to:

 

Owners of the company

 

(116,218)

(549,153)

Minority interests

 

(2,142)

(57,427)

 

(118,360)

(606,580)

 

PDI (Holdings) Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 October 2023

2023
£

2022
£

Loss for the year

(118,360)

(606,580)

Foreign currency translation losses

(21,922)

(66,684)

Total comprehensive income for the year

(140,282)

(673,264)

Total comprehensive income attributable to:

Owners of the company

(138,140)

(615,837)

Minority interests

(2,142)

(57,427)

(140,282)

(673,264)

 

PDI (Holdings) Limited

(Registration number: 05730982)
Consolidated Balance Sheet as at 31 October 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

11

23,252

57,324

Tangible assets

12

8,604,382

8,684,364

Investment property

13

869,998

889,808

Investments

14

2,002

2,002

 

9,499,634

9,633,498

Current assets

 

Stocks

15

138,067

114,839

Debtors

16

3,527,843

3,553,156

Cash at bank and in hand

 

276,458

317,223

 

3,942,368

3,985,218

Creditors: Amounts falling due within one year

18

(1,601,208)

(1,411,811)

Net current assets

 

2,341,160

2,573,407

Total assets less current liabilities

 

11,840,794

12,206,905

Creditors: Amounts falling due after more than one year

18

(4,155,331)

(4,382,662)

Provisions for liabilities

(1,370,909)

(1,369,407)

Net assets

 

6,314,554

6,454,836

Capital and reserves

 

Called up share capital

19

100

100

Share premium reserve

6,603

6,603

Revaluation reserve

2,532,954

2,532,954

Other reserves

1,337,652

1,359,574

Retained earnings

2,409,180

2,525,398

Equity attributable to owners of the company

 

6,286,489

6,424,629

Minority interests

 

28,065

30,207

Shareholders' funds

 

6,314,554

6,454,836

Approved and authorised by the director on 29 October 2024
 

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

 

PDI (Holdings) Limited

(Registration number: 05730982)
Balance Sheet as at 31 October 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

53,701

60,920

Investment property

13

9,173,750

9,050,000

Investments

14

1,099,278

1,099,278

 

10,326,729

10,210,198

Current assets

 

Debtors

16

1,027,674

1,010,483

Cash at bank and in hand

 

52,229

245,955

 

1,079,903

1,256,438

Creditors: Amounts falling due within one year

18

(207,823)

(241,525)

Net current assets

 

872,080

1,014,913

Total assets less current liabilities

 

11,198,809

11,225,111

Creditors: Amounts falling due after more than one year

18

(2,952,000)

(3,096,000)

Provisions for liabilities

(1,244,545)

(1,244,545)

Net assets

 

7,002,264

6,884,566

Capital and reserves

 

Called up share capital

19

100

100

Share premium reserve

6,603

6,603

Other reserves

3,733,635

3,733,635

Retained earnings

3,261,926

3,144,228

Shareholders' funds

 

7,002,264

6,884,566

The company made a profit after tax for the financial year of £117,698 (2022 - profit of £315,383).

Approved and authorised by the director on 29 October 2024
 

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

 

PDI (Holdings) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Foreign currency translation reserve
£

Revaluation reserve
£

At 1 November 2022

100

6,603

(69,918)

2,532,954

Loss for the year

-

-

-

-

Other comprehensive income

-

-

(21,922)

-

Total comprehensive income

-

-

(21,922)

-

At 31 October 2023

100

6,603

(91,840)

2,532,954

Non-distributable reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 November 2022

1,295,563

133,929

2,525,398

6,424,629

Loss for the year

-

-

(116,218)

(116,218)

Other comprehensive income

-

-

-

(21,922)

Total comprehensive income

-

-

(116,218)

(138,140)

At 31 October 2023

1,295,563

133,929

2,409,180

6,286,489

Non-controlling interests - Equity
£

Total equity
£

At 1 November 2022

30,207

6,454,836

Loss for the year

(2,142)

(118,360)

Other comprehensive income

-

(21,922)

Total comprehensive income

(2,142)

(140,282)

At 31 October 2023

28,065

6,314,554

 

PDI (Holdings) Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 October 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Foreign currency translation reserve
£

Revaluation reserve
£

At 1 November 2021

100

6,603

(3,234)

2,532,954

Loss for the year

-

-

-

-

Other comprehensive income

-

-

(66,684)

-

Total comprehensive income

-

-

(66,684)

-

Dividends

-

-

-

-

At 31 October 2022

100

6,603

(69,918)

2,532,954

Non-distributable reserve
£

Other reserves
£

Retained earnings
£

Total
£

At 1 November 2021

1,295,563

133,929

3,375,106

7,341,021

Loss for the year

-

-

(549,153)

(549,153)

Other comprehensive income

-

-

(120,555)

(187,239)

Total comprehensive income

-

-

(669,708)

(736,392)

Dividends

-

-

(180,000)

(180,000)

At 31 October 2022

1,295,563

133,929

2,525,398

6,424,629

Non-controlling interests - Equity
£

Total equity
£

At 1 November 2021

(32,921)

7,308,100

Loss for the year

(57,427)

(606,580)

Other comprehensive income

120,555

(66,684)

Total comprehensive income

63,128

(673,264)

Dividends

-

(180,000)

At 31 October 2022

30,207

6,454,836

 

PDI (Holdings) Limited

Statement of Changes in Equity for the Year Ended 31 October 2023

Share capital
£

Share premium
£

Non-distributable reserve
£

Other reserves
£

At 1 November 2022

100

6,603

1,295,563

2,438,072

Profit for the year

-

-

-

-

At 31 October 2023

100

6,603

1,295,563

2,438,072

Retained earnings
£

Total
£

At 1 November 2022

3,144,228

6,884,566

Profit for the year

117,698

117,698

At 31 October 2023

3,261,926

7,002,264

Share capital
£

Share premium
£

Non-distributable reserve
£

Other reserves
£

At 1 November 2021

100

6,603

1,295,563

2,438,072

Profit for the year

-

-

-

-

Dividends

-

-

-

-

At 31 October 2022

100

6,603

1,295,563

2,438,072

Retained earnings
£

Total
£

At 1 November 2021

3,008,845

6,749,183

Profit for the year

315,383

315,383

Dividends

(180,000)

(180,000)

At 31 October 2022

3,144,228

6,884,566

 

PDI (Holdings) Limited

Consolidated Statement of Cash Flows for the Year Ended 31 October 2023

Note

2023
£

2022
£

Cash flows from operating activities

Loss for the year

 

(118,360)

(606,580)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

266,964

265,603

Changes in fair value of investment property

13

19,810

19,332

Loss from disposals of investments

4

-

10,769

Finance costs

6

219,510

134,740

Income tax expense

10

(23,285)

(2,248)

 

364,639

(178,384)

Working capital adjustments

 

(Increase)/decrease in stocks

15

(23,228)

725

Decrease/(increase) in trade debtors

16

48,271

(133,606)

Increase in trade creditors

18

66,842

121,317

Increase in deferred income, including government grants

 

51,487

-

Cash generated from operations

 

508,011

(189,948)

Income taxes received

10

8,306

-

Net cash flow from operating activities

 

516,317

(189,948)

Cash flows from investing activities

 

Acquisitions of tangible assets

(133,100)

(28,438)

Cash flows from financing activities

 

Interest paid

6

(219,510)

(134,740)

Proceeds from bank borrowing draw downs

 

-

577,095

Repayment of other borrowing

 

(215,337)

(70,000)

Dividends paid

-

(180,000)

Net cash flows from financing activities

 

(434,847)

192,355

Net decrease in cash and cash equivalents

 

(51,630)

(26,031)

Cash and cash equivalents at 1 November

 

161,451

187,482

Cash and cash equivalents at 31 October

 

109,821

161,451

Reconciliation to Cash and cash equivalents category (adjusted for overdrafts)

Cash and short-term deposits

 

276,458

317,223

Bank overdrafts

 

(166,637)

(155,772)

 

109,821

161,451

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

1

General information

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

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

These financial statements were authorised for issue by the director on 29 October 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

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

Basis of preparation

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

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2023. Design International Co. Ltd (100% owned subsidiary within the group, registered in PRC) has been excluded from consolidation due to severe long-term restrictions substantially hindering the exercise of the rights of the parent over the assets or management of the subsidiary, as provided under section 9.9(a) of FRS 102.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. This excludes unrealised gains on investment property revaluation.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

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

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

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

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

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

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

Going concern

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

Revenue recognition

Turnover comprises the contractual value for the provision of architectural consultancy, net of value added tax.

The group recognises revenue when:
- The amount of revenue can be reliably measured as approved by the client; or as defined within the specific payment schedule as outlined in the terms of the contract;
- it is probable that future economic benefits will flow to the entity as per specific payment terms normally 30 or 60 days from the invoice date.

Other operating income

Other operating income represents rental income which is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Rental income is recognised on an accrual basis over the period of the rental agreements.

Government grants

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

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

Foreign currency transactions and balances

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

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

Tax

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

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

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

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets (excluding Land & Buildings) are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

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

Land & Buildings are stated at their fair value, derived from the current market prices for comparable real estate determined annually by the directors and/or external professional valuer. The directors use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset.

Depreciation

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

Asset class

Depreciation method and rate

Land and building

2% straight line

Leasehold improvements

10% straight line

Fixtures and fittings

20% straight line

Office equipment

20%, 25% and 33% straight line

Investment property

Investment property is stated at their fair value, derived from the current market prices for comparable real estate determined annually by the directors and/or external professional valuer. The directors use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset.

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

Business combinations

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

Goodwill

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

Amortisation

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

Asset class

Amortisation method and rate

Goodwill

Over 10 years

Investments

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

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

Cash and cash equivalents

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

Trade debtors

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

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

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

Stocks

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

The cost of work in progress comprises direct labour costs and those overheads that have been incurred in bringing the contractual work to their present location and condition. At each reporting date, WIP is assessed for impairment. If WIP is impaired, the carrying amount is reduced accordingly; the impairment loss is recognised immediately in profit or loss.

Trade creditors

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

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

Borrowings

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

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

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

Share capital

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

Dividends

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

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

3

Revenue

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

2023
£

2022
£

Rendering of services

4,206,771

3,865,572

Rental income from investment property

121,942

39,562

Other revenue

332,680

28,194

4,661,393

3,933,328

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

2023
£

2022
£

UK

1,426,083

1,483,102

Rest of world

3,235,310

2,450,226

4,661,393

3,933,328

4

Other gains and losses

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

2023
£

2022
£

Loss from disposals of investments

-

(10,769)

5

Operating profit/(loss)

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

232,892

228,593

Amortisation expense

34,072

37,010

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

6

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

190,323

114,184

Interest on obligations under finance leases and hire purchase contracts

698

1,725

Interest expense on other finance liabilities

28,489

18,831

Foreign exchange (losses)/gains

(35,198)

27,690

184,312

162,430

7

Staff costs

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

2023
£

2022
£

Wages and salaries

1,368,457

1,476,614

Social security costs

159,066

147,400

Other short-term employee benefits

20,793

21,256

Other post-employment benefit costs

45,655

44,119

Other employee expense

4,111

4,924

1,598,082

1,694,313

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

2023
No.

2022
No.

Administration and support

50

51

50

51

8

Director's remuneration

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

2023
£

2022
£

Remuneration

294,339

314,165

In respect of the highest paid director:

2023
£

2022
£

Remuneration

115,500

111,833

Company contributions to money purchase pension schemes

4,620

4,473

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

9

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

11,000

10,500

Other fees to auditors

All other non-audit services

8,250

10,350


 

10

Taxation

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

2023
£

2022
£

Current taxation

UK corporation tax

(24,788)

-

Deferred taxation

Arising from origination and reversal of timing differences

1,503

(2,248)

Tax receipt in the income statement

(23,285)

(2,248)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 25% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(141,645)

(608,828)

Corporation tax at standard rate

(35,411)

(115,677)

Tax increase/(decrease) from effect of capital allowances and depreciation

9,917

(99,524)

Effect of tax losses

34,940

271,389

Tax decrease arising from group relief

(31,229)

(60,684)

Deferred tax (credit)/expense from unrecognised tax loss or credit

(1,502)

2,248

Total tax credit

(23,285)

(2,248)

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

11

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 November 2022

30,391

176,855

207,246

At 31 October 2023

30,391

176,855

207,246

Amortisation

At 1 November 2022

18,234

131,688

149,922

Amortisation charge

3,039

31,033

34,072

At 31 October 2023

21,273

162,721

183,994

Carrying amount

At 31 October 2023

9,118

14,134

23,252

At 31 October 2022

12,157

45,167

57,324

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 November 2022

9,357,844

292,388

528,159

10,178,391

Additions

123,750

4,649

4,701

133,100

At 31 October 2023

9,481,594

297,037

532,860

10,311,491

Depreciation

At 1 November 2022

874,745

191,492

427,790

1,494,027

Charge for the year

153,926

20,513

38,643

213,082

At 31 October 2023

1,028,671

212,005

466,433

1,707,109

Carrying amount

At 31 October 2023

8,452,923

85,032

66,427

8,604,382

At 31 October 2022

8,483,099

100,896

100,369

8,684,364

Included within the net book value of land and buildings above is £8,326,608 (2022 - £8,326,000) in respect of freehold land and buildings and £126,315 (2022 - £157,099) in respect of short leasehold land and buildings.
 

Revaluation

The fair value of the group's Land and buildings was revalued on 24 January 2020 by an independent valuer.
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £4,195,570 (2022 - £4,071,820).
 

13

Investment properties

Group

2023
£

At 1 November

889,808

Fair value adjustments

(19,810)

At 31 October

869,998

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

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

Company

2023
£

At 1 November

9,050,000

Additions

123,750

At 31 October

9,173,750

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

Carrying amount of investment property rented to another group entity

The carrying amount of investment property rented to another group entity was £ 9,173,750 (2022 - £9,050,000) .

14

Investments

Group

Details of undertakings

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

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

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

Ordinary

95%

95%

England

P37 Srl*

Ordinary

100%

100%

Italy

Design International Srl*

Ordinary

100%

100%

Italy

Design International Co. Ltd

Ordinary

100%

100%

People's Repblic of China

Associates

D.I Leasing Limited*

33.33%

33.33%

England

D I Development Limited*

50%

50%

England

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

* indicates direct investment of the company

Subsidiary undertakings

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

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

P37 Srl

The principal activity of P37 Srl is property investment.

Design International Srl

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

Design International Co. Ltd

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

Company

2023
£

2022
£

Investments in subsidiaries

1,097,277

1,097,277

Investments in associates

2,001

2,001

1,099,278

1,099,278

Subsidiaries

£

Cost or valuation

At 1 November 2022

1,097,277

Provision

Carrying amount

At 31 October 2023

1,097,277

At 31 October 2022

1,097,277

Associates

£

Cost

At 1 November 2022

2,001

Provision

Carrying amount

At 31 October 2023

2,001

At 31 October 2022

2,001

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

Details of undertakings

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

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

DI Design & Development Consultants (UK) Limited

England

Ordinary

95%

95%

P37 Srl

Italy

Ordinary

100%

100%

Design International Srl

Italy

Ordinary

100%

100%

Subsidiary undertakings

DI Design & Development Consultants (UK) Limited

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

P37 Srl

The principal activity of P37 Srl is investment property management.

Design International Srl

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

15

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Work in progress

138,067

114,839

-

-

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

16

Debtors

   

Group

Company

Current

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

1,496,764

1,501,476

-

-

Amounts owed by related parties

 

-

-

994,652

989,445

Other debtors

 

1,694,446

1,726,291

28,569

16,638

Prepayments

 

283,980

209,509

4,453

4,400

Accrued income

 

29,695

115,880

-

-

Income tax asset

10

22,958

-

-

-

   

3,527,843

3,553,156

1,027,674

1,010,483

17

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash at bank

276,458

317,223

52,229

245,955

Bank overdrafts

(166,637)

(155,772)

-

-

Cash and cash equivalents in statement of cash flows

109,821

161,451

52,229

245,955

18

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

20

344,674

332,272

144,000

144,000

Trade creditors

 

804,840

755,822

10,020

10,020

Amounts due to related parties

 

-

-

7,900

7,900

Social security and other taxes

 

79,071

69,790

-

26,432

Outstanding defined contribution pension costs

 

15,168

7,277

-

-

Other payables

 

136,234

141,951

-

-

Accruals

 

163,258

104,699

45,903

53,173

Income tax liability

10

6,476

-

-

-

Deferred income

 

51,487

-

-

-

 

1,601,208

1,411,811

207,823

241,525

Due after one year

 

Loans and borrowings

20

3,117,000

3,331,000

2,952,000

3,096,000

Other non-current financial liabilities

 

1,038,331

1,051,662

-

-

 

4,155,331

4,382,662

2,952,000

3,096,000

 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

19

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

       

20

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Bank borrowings

2,952,000

3,096,000

2,952,000

3,096,000

Other borrowings

165,000

235,000

-

-

3,117,000

3,331,000

2,952,000

3,096,000

Current loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Bank borrowings

145,537

144,000

144,000

144,000

Bank overdrafts

166,637

155,772

-

-

Other borrowings

32,500

32,500

-

-

344,674

332,272

144,000

144,000

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

21

Dividends

2023

2022

£

£

Interim dividend of £Nil (2022 - £1,800.00) per ordinary share

-

180,000

 

 
 

PDI (Holdings) Limited

Notes to the Financial Statements for the Year Ended 31 October 2023

22

Related party transactions

Company

Summary of transactions with subsidiaries

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

During the year, PDI (Holdings) Limited charged D.I. Design & Development Consultants (U.K.) Limited rent of £462,041 (2022: £462,041).
During the year, D.I. Design & Development Consultants (U.K.) Limited charged PDI (Holdings) Limited £250,000 (2022: £Nil) for property improvement consultation.

23

Ultimate controlling party

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