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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: L A Crew
N Lindwall





REGISTERED OFFICE: Unit 103-104 Clearwater Road
Queensway Meadows Industr
Newport
NP19 4ST





REGISTERED NUMBER: 15034142 (England and Wales)





AUDITORS: Green & Co
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:





N Lindwall - Director


29th October 2024

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:

L A Crew - appointed 28th July 2023
N Lindwall - appointed 28th July 2023

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:





N Lindwall - Director


29th October 2024

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.




Ed Gooderham (Senior Statutory Auditor)
for and on behalf of Green & Co
Chartered Certified Accountants
and Registered Auditors (Statutory Auditor)
Pembroke House
Llantarnam Park Way
Cwmbran
Torfaen
NP44 3AU

29th October 2024

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 (443,038 )
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 4,752,692
4,752,692

CURRENT ASSETS
Debtors 13 10
Cash at bank 1,077
1,087
CREDITORS
Amounts falling due within one year 14 3,088,435
NET CURRENT LIABILITIES (3,087,348 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,665,344

CREDITORS
Amounts falling due after more than one
year

15

1,665,334
NET ASSETS 10

CAPITAL AND RESERVES
Called up share capital 19 10
SHAREHOLDERS' FUNDS 10

Company's profit for the financial year -

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:





N Lindwall - Director


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 10 - 10
Balance at 31st March 2024 10 - 10

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

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

Basis of consolidation
The consolidated financial statements 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
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - Over the term of the lease
Plant and machinery - at varying rates on cost and at variable rates on reducing balance
Motor vehicles - 25% on reducing balance and 20% on reducing balance
Computer equipment - 33% on cost, 33% on reducing balance and 25% on reducing balance

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
65

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 4,752,692
At 31st March 2024 4,752,692
NET BOOK VALUE
At 31st March 2024 4,752,692

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

Showlite Holdings Limited
Registered office: UK
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary A, B & C 100.00

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 10
Prepayments and accrued income 698,508 -
1,410,816 10

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 1,333,767
Hire purchase contracts (see note 17) 66,520 -
Trade creditors 1,316,657 -
Amounts owed to group undertakings - 1,754,668
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 3,088,435

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 1,665,334
Hire purchase contracts (see note 17) 84,692 -
2,116,693 1,665,334

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 832,667 832,667
Ottimo Digital Ltd 501,100 501,100
1,533,767 1,333,767
Amounts falling due between one and two years:
Bank loans - 1-2 years 200,000 -
Other loans - 1-2 years 832,667 832,667
1,032,667 832,667
Amounts falling due between two and five years:
Bank loans - 2-5 years 166,667 -
Other loans - 2-5 years 832,667 832,667
999,334 832,667

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: £   
600 A Ordinary £0.01 6
400 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.