REGISTERED NUMBER: 15034142 (England and Wales) |
C L DIGITAL HOLDINGS LTD |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD |
28TH JULY 2023 TO 31ST MARCH 2024 |
REGISTERED NUMBER: 15034142 (England and Wales) |
C L DIGITAL HOLDINGS LTD |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD |
28TH JULY 2023 TO 31ST MARCH 2024 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Consolidated Profit and Loss | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 16 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 21 |
C L DIGITAL HOLDINGS LTD |
COMPANY INFORMATION |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants |
and Registered Auditors (Statutory Auditor) |
Pembroke House |
Llantarnam Park Way |
Cwmbran |
Torfaen |
NP44 3AU |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
The directors present their strategic report of the company and the group for the period 28th July 2023 to 31st March 2024. |
REVIEW OF BUSINESS |
The company C L Digital Holdings Ltd was incorporated on 28/07/2023. During the year the accounting reference was changed to 31 March, to bring the company in line with its subsidiary Showlite Holdings Limited. |
On 05/12/2023, C L Digital Holdings Ltd purchased 100% of the shares in Showlite Holdings Limited, which owns 100% of Showlite Limited. The group is 100% owned by the directors and the senior management team. Meetings of that cohort take place regularly during the year and all strategic initiatives are developed and explored at those meetings. All shareholders are therefore fully aware of the directors' actions and their strategic goals for the success of the company. |
Since acquisition, the directors have increased the group's presence at industry events and increased other marketing activities. They have accelerated the group's adoption of net zero targets and achieving ESSA's sustainability accreditation. They have initiated a project to replace the company's existing offering by partnering with a leading industry provider. |
The directors have brought their own expertise in graphics to the group and have been able to widen the offering of Showlite Limited in that area. The full impact of this synergy will take some time to fully work through. |
We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and nature of our business and written in the context of the risks and uncertainties we face. |
Turnover for the group period 05/12/2023 - 31/03/2024 was £2,199,958. Cost of sales totalled £1,410,618, resulting in a gross profit of £798,340, which represents 36.29% of turnover. |
Considering other income, expenditure and finance costs, the group made a net loss for the year of £544,479. |
The cash balance held by the group at the end of the period was £2,279,467. |
The consolidated accounts for this first period since acquisition only consolidate a short period of four months of trading which include two months when our sector of the exhibition industry is traditionally quiet. Consolidated accounts for a full year would show a significantly different result and readers are referred to the accounts for Showlite Limited for the year ended 31 March 2024. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The business environment in which we operate continues to be challenging. The risks and challenges we are likely to face include: |
- Managing the challenges posed by the ongoing Covid-19 global pandemic when events were cancelled and postponed to later dates. |
- High rates of inflation causing uncertainty for selling prices, as these are often set 12 months in advance. High inflation during those 12 months impacts profit margins. Venues also delay publishing their electrical tariffs which add uncertainty and delay publication of our price lists. |
- We are aware that one major venue may be promoting themselves as a full service contractor by undercutting their electrical tariff. This has the potential to harm the competitiveness of the whole industry and past experience shows this will be a short term exercise until the venue realises that it has made losses rather than profits. |
- Finding and retaining excellent staff, as well as maintaining appropriate staffing levels at each site. The industry remains a labour intensive sector and during covid, quality left the industry and hasn't returned. The company is working on initiatives with third parties to develop a quality labour pool, which would benefit all contractors, and we have also increased our head count of quality labour. The company has invested in a younger management team with the capacity to continue our quality of service delivery for many years to come. |
- Managing the burden of increasing fuel and energy costs, increasing overheads. |
- Serious accident to staff or public. The company has placed various safety measures and procedures in place which are audited by external bodies. |
- Loss of computer data. Back ups are regularly taken and stored to prevent catastrophic loss. |
- Theft or loss of physical assets. The company maintains an appropriate level of insurance to cover this. |
The directors actively manage the company so that when risks do materialise they can be addressed promptly and efficiently. |
FUTURE EXPECTATIONS |
2024/2025 will be a bedding in year with many new initiatives being worked on and the benefits of those will take some time to be fully appreciated. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
KEY PERFORMANCE INDICATORS |
The directors review and monitor all aspects of the business but consider that turnover, gross profit and gross profit percentage are key performance indications for the business. |
KPI | 2024 |
Turnover | £2,199,958 |
Gross Profit | £798,340 |
Gross Profit % | 36.29% |
ON BEHALF OF THE BOARD: |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
The directors present their report with the financial statements of the company and the group for the period 28th July 2023 to 31st March 2024. |
INCORPORATION |
The company was incorporated on 28th July 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the period under review was that of activities of exhibition and fair organisers. |
DIVIDENDS |
No dividends will be distributed for the period ended 31st March 2024. |
DIRECTORS |
The directors who have held office during the period from 28th July 2023 to the date of this report are as follows: |
Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
FINANCIAL INSTRUMENTS |
The group's financial instruments comprise of bank balances, trade debtors, trade creditors, hire purchase loans, loans to related parties (outside of the group) and bank loans. |
Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial statements concerned are shown below: |
In respect of bank balances, liquidity is managed by maintaining sufficient cash balances. |
Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and monitoring of amounts outstanding for both time and credit limits. |
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. |
DISCLOSURE IN THE STRATEGIC REPORT |
The group has chosen in accordance with Section 414C(11) Companies Act 2006 to set out its strategic report information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008. It has done so in respect of future development and financial risks and uncertainties. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
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. |
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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Green & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
C L DIGITAL HOLDINGS LTD |
Qualified Opinion |
We have audited the financial statements of C L Digital Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st March 2024 which comprise the Consolidated Profit and Loss, 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, except for the possible effects of the matter described in the basis of qualified opinion section of our audit report, the financial statements: |
* give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the company's profit for the year then ended |
* have been properly prepared in accordance with (United Kingdom Generally Accepted Accounting Practice in conformity with the requirements of the Companies Act 2006 |
* have been prepared in accordance with the requirement of the Companies Act 2006. |
Basis for opinion |
Limitation of scope |
We did not observe the counting of physical stock of the subsidiary, Showlite Limited at the date of acquisition 5 December 2023 and are unable to satisfy ourselves by alternative means concerning the opening stock quantities held at 5 December 2023, of £65,170, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. |
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 qualified 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. |
Key audit matters |
Except for the matters described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
C L DIGITAL HOLDINGS LTD |
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. |
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. |
Arising solely from the limitation on the scope of our work relating to opening stock, referred to above: |
- we have not obtained all the information and explanations that we considered necessary for the purpose of the audit. |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
- the financial statements are not in agreement with the accounting records and returns; or |
- certain disclosures of directors' remuneration specified by law are not made. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 |
C L DIGITAL HOLDINGS LTD |
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 obtain and update our understanding of the group of entities, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud. |
In response to the risk or irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included: |
* Enquiry of management and those charged with governance around actual and potential litigation and claims as actual , suspected and alleged fraud; |
* Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the group of entities through enquiry and inspection; |
* Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
* Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates or indicators of potential bias. |
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 |
C L DIGITAL HOLDINGS LTD |
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. |
for and on behalf of |
Chartered Certified Accountants |
and Registered Auditors (Statutory Auditor) |
Pembroke House |
Llantarnam Park Way |
Cwmbran |
Torfaen |
NP44 3AU |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED |
PROFIT AND LOSS |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Notes | £ |
TURNOVER | 2,199,958 |
Cost of sales | 1,401,618 |
GROSS PROFIT | 798,340 |
Administrative expenses | 1,337,585 |
OPERATING LOSS | 4 | (539,245 | ) |
Interest receivable and similar income | 5 | 4,603 |
(534,642 | ) |
Interest payable and similar expenses | 6 | 9,837 |
LOSS BEFORE TAXATION | (544,479 | ) |
Tax on loss | 7 | (101,441 | ) |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
Loss attributable to: |
Owners of the parent | (443,038 | ) |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Notes | £ |
LOSS FOR THE PERIOD | (443,038 | ) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(443,038 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (443,038 | ) |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED BALANCE SHEET |
31ST MARCH 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 3,253,757 |
Tangible assets | 10 | 760,573 |
Investments | 11 | - |
4,014,330 |
CURRENT ASSETS |
Stocks | 12 | 95,960 |
Debtors | 13 | 1,410,816 |
Cash at bank and in hand | 2,279,467 |
3,786,243 |
CREDITORS |
Amounts falling due within one year | 14 | 5,977,082 |
NET CURRENT LIABILITIES | (2,190,839 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,823,491 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(2,116,693 |
) |
PROVISIONS FOR LIABILITIES | 18 | (149,826 | ) |
NET LIABILITIES | (443,028 | ) |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED BALANCE SHEET - continued |
31ST MARCH 2024 |
Notes | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 19 | 10 |
Retained earnings | 20 | (443,038 | ) |
SHAREHOLDERS' FUNDS | (443,028 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 29th October 2024 and were signed on its behalf by: |
L A Crew - Director |
N Lindwall - Director |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
COMPANY BALANCE SHEET |
31ST MARCH 2024 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 10 | - | 10 |
Total comprehensive income | - | (443,038 | ) | (443,038 | ) |
Balance at 31st March 2024 | 10 | (443,038 | ) | (443,028 | ) |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Balance at 31st March 2024 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,969,538 |
Interest paid | (5,384 | ) |
Interest element of hire purchase payments paid |
(4,453 |
) |
Tax paid | (245,013 | ) |
Net cash from operating activities | 1,714,688 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (36,425 | ) |
Purchase of fixed asset investments | (2,254,691 | ) |
Interest received | 4,603 |
Net cash from investing activities | (2,286,513 | ) |
Cash flows from financing activities |
New loans in period | 501,100 |
Loan repayments in period | (66,666 | ) |
Capital repayments in period | (20,614 | ) |
Subsidiary bank balances on acquisition | 2,437,472 |
Net cash from financing activities | 2,851,292 |
Increase in cash and cash equivalents | 2,279,467 |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period |
2 |
2,279,467 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Loss before taxation | (544,479 | ) |
Depreciation charges | 189,788 |
Finance costs | 9,837 |
Finance income | (4,603 | ) |
(349,457 | ) |
Increase in stocks | (30,790 | ) |
Increase in trade and other debtors | (1,032,480 | ) |
Increase in trade and other creditors | 3,382,265 |
Cash generated from operations | 1,969,538 |
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: |
Period ended 31st March 2024 |
31.3.24 | 28.7.23 |
£ | £ |
Cash and cash equivalents | 2,279,467 | - |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Acquisition |
of |
At 28.7.23 | Cash flow | subsidiary | At 31.3.24 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | - | (158,005 | ) | 2,437,472 | 2,279,467 |
- | (158,005 | ) | 2,437,472 | 2,279,467 |
Debt |
Finance leases | - | - | (151,212 | ) | (151,212 | ) |
Debts falling due |
within 1 year | - | (1,333,767 | ) | (200,000 | ) | (1,533,767 | ) |
Debts falling due |
after 1 year | - | (1,665,334 | ) | (366,667 | ) | (2,032,001 | ) |
- | (2,999,101 | ) | (717,879 | ) | (3,716,980 | ) |
Total | - | (3,157,106 | ) | 1,719,593 | (1,437,513 | ) |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
1. | STATUTORY INFORMATION |
C L Digital Holdings Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its "subsidiaries") made up to 31 March. Generally control is achieved where the company owns more than one half of the issued voting share capital. |
The group was formed 05/12/2023 by the purchase of Showlite Holdings Limited. The consolidated profit and loss contains the subsidiaries profit and loss for the period in the group only. |
Related party exemption |
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. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Significant judgements and estimates |
The preparation of the financial statements requires management to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents revenue earned under a wide variety of contracts to provide professional services. Revenue is recognised as earned when, and to the extent that, the company obtains the right to consideration in the exchange for its performance under these contacts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements, but excluding value added tax. |
Revenue is generally recognised as contract activity progress so that for incomplete contracts it reflects the partial performance of the contractual obligations. For such contracts, the amount of revenue reflects the accrual of the right to consideration by reference to the value of work performed. |
Revenue that is contingent on events outside of the company is recognised when the contingent event occurs. |
Goodwill |
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. |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Motor vehicles | - |
Computer equipment | - |
Impairment of fixed assets |
A review of indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash flows that are largely independent of the cash flows from other assets or groups or assets. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument. |
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
(i) Financial assets and liabilities |
All financial assets and liabilities are initially measured at transaction price (including transaction costs). except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on net basis, or to realise the asset and settle the liability simultaneously. |
Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment. |
Commitments to make and receive loans which meet the conditions mentioned above are measured at costs (which may be nil) less impairment. |
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risk and rewards of ownership of the financial asset, or c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferrer control of the asset to another party. |
Financial liabilities are derecognised only when the obligation specified in the contract is discharged. cancelled or expires. |
(ii) Equity instruments |
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss, 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 period 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. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
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. |
Going concern |
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis preparing its financial statements. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
3. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries | 805,473 |
Social security costs | 162,033 |
Other pension costs | 37,894 |
1,005,400 |
The average number of employees during the period was as follows: |
Directors | 2 |
Employees | 63 |
The average number of employees by undertakings that were proportionately consolidated during the period was 65 . |
£ |
Directors' remuneration | 60,320 |
Directors' pension contributions to money purchase schemes | 178 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
£ |
Other operating leases | 76,636 |
Depreciation - owned assets | 60,930 |
Depreciation - assets on hire purchase contracts | 21,106 |
Goodwill amortisation | 107,753 |
Auditors' remuneration | 22,700 |
5. | INTEREST RECEIVABLE AND SIMILAR INCOME |
£ |
Deposit account interest | 4,502 |
Corporation tax interest | 101 |
4,603 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Bank loan interest | 5,384 |
Hire purchase | 4,453 |
9,837 |
7. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the period was as follows: |
£ |
Current tax: |
UK corporation tax | (92,551 | ) |
Deferred tax | (8,890 | ) |
Tax on loss | (101,441 | ) |
Reconciliation of total tax credit included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Loss before tax | (544,479 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % |
(136,120 |
) |
Effects of: |
Expenses not deductible for tax purposes | 32,569 |
Depreciation in excess of capital allowances | 11,000 |
Deferred tax movement | (8,890 | ) |
Total tax credit | (101,441 | ) |
8. | INDIVIDUAL PROFIT AND LOSS |
As permitted by Section 408 of the Companies Act 2006, the Profit and Loss of the parent company is not presented as part of these financial statements. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Additions | 3,361,510 |
At 31st March 2024 | 3,361,510 |
AMORTISATION |
Amortisation for period | 107,753 |
At 31st March 2024 | 107,753 |
NET BOOK VALUE |
At 31st March 2024 | 3,253,757 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
to | Plant and | Motor | Computer |
property | machinery | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
Additions | 9,377 | 7,050 | - | 19,998 | 36,425 |
Subsidiary acquisition | 193,958 | 1,088,470 | 319,715 | 250,818 | 1,852,961 |
At 31st March 2024 | 203,335 | 1,095,520 | 319,715 | 270,816 | 1,889,386 |
DEPRECIATION |
Charge for period | 8,858 | 46,828 | 17,685 | 8,665 | 82,036 |
Subsidiary acquisition | 58,505 | 681,181 | 107,502 | 199,589 | 1,046,777 |
At 31st March 2024 | 67,363 | 728,009 | 125,187 | 208,254 | 1,128,813 |
NET BOOK VALUE |
At 31st March 2024 | 135,972 | 367,511 | 194,528 | 62,562 | 760,573 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
Additions | 42,941 | 169,730 | 212,671 |
At 31st March 2024 | 42,941 | 169,730 | 212,671 |
DEPRECIATION |
Charge for period | 8,005 | 13,101 | 21,106 |
At 31st March 2024 | 8,005 | 13,101 | 21,106 |
NET BOOK VALUE |
At 31st March 2024 | 34,936 | 156,629 | 191,565 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
Additions |
At 31st March 2024 |
NET BOOK VALUE |
At 31st March 2024 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: UK |
Nature of business: |
% |
Class of shares: | holding |
On 05/12/2023 the company acquired 100% of the share capital of Showlite Holdings Limited for consideration of £4,752,692. |
Showlite Limited |
Registered office: UK |
Nature of business: Activities of exhibition and fair organisers. |
% |
Class of shares: | holding |
Ordinary A, B & C | 100.00 |
12. | STOCKS |
Group |
£ |
Stocks | 95,960 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Trade debtors | 707,979 |
Other debtors | 4,319 |
Called up share capital not paid | 10 |
Prepayments and accrued income | 698,508 |
1,410,816 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Bank loans and overdrafts (see note 16) | 200,000 |
Other loans (see note 16) | 1,333,767 |
Hire purchase contracts (see note 17) | 66,520 |
Trade creditors | 1,316,657 |
Amounts owed to group undertakings | - |
Corporation Tax | 325,091 |
Social security and other taxes | 88,599 |
VAT | 405,556 | - |
Other creditors | 16,804 |
Accruals and deferred income | 2,224,088 |
5,977,082 |
The hire purchase agreements are secured on the assets to which they relate. |
The bank loan is secured by a fixed and floating charge over the company's assets. |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
£ | £ |
Bank loans (see note 16) | 366,667 |
Other loans (see note 16) | 1,665,334 |
Hire purchase contracts (see note 17) | 84,692 |
2,116,693 |
The hire purchase agreements are secured on the assets to which they relate. |
The bank loan is secured by a fixed and floating charge over the company's assets. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank loans | 200,000 |
Other loans | 832,667 |
Ottimo Digital Ltd | 501,100 | 501,100 |
1,533,767 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 200,000 |
Other loans - 1-2 years | 832,667 | 832,667 |
1,032,667 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 166,667 |
Other loans - 2-5 years | 832,667 |
999,334 |
The interest rate on the bank loan is 2.17%. |
Included in other loans is £2,498,001 which is repayable in 3 years by 01/09/2026. No interest is payable on this loan. |
The loan owed to Ottimo Digital Ltd, a related party to the directors, has no repayment terms. |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire |
purchase |
contracts |
£ |
Net obligations repayable: |
Within one year | 66,520 |
Between one and five years | 84,692 |
151,212 |
18. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 149,826 |
Group |
Deferred |
tax |
£ |
Provided during period | 8,890 |
Deferred tax on acquisition | 140,936 |
Balance at 31st March 2024 | 149,826 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
A Ordinary | £0.01 | 6 |
B Ordinary | £0.01 | 4 |
10 |
The following shares were issued during the period for cash at par: |
600 A Ordinary Shares of £0.01 |
400 B Ordinary Shares of £0.01 |
C L DIGITAL HOLDINGS LTD (REGISTERED NUMBER: 15034142) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 28TH JULY 2023 TO 31ST MARCH 2024 |
20. | RESERVES |
Group |
Retained |
earnings |
£ |
Deficit for the period | (443,038 | ) |
At 31st March 2024 | (443,038 | ) |
Company |
Retained |
earnings |
£ |
Profit for the period |
At 31st March 2024 |
21. | RELATED PARTY DISCLOSURES |
At the period end the group owed a related party Ottimo Digital Ltd £501,100, a company under the control of the directors L A Crew and N Lindwall. |
Included in trade debtors is a balance of £2,544 owed by Ottimo Digital Ltd, and included in trade creditors is a balance of £59,442 owed to Ottimo Digital Ltd. During the year Showlite Limited made sales of £2,120 to Ottimo Digital Ltd and purchases of £175,452. |
22. | ULTIMATE CONTROLLING PARTY |
There is no ultimate controlling party. |