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Registered number: 06310081










LAIDLAW HOLDINGS LIMITED

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2023
 






 



 






 
LAIDLAW HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
Mr H Regan 
Mr J Tesei (resigned 20 May 2024)




Registered number
06310081



Registered office
Albany House
Claremont Lane

Esher

Surrey

KT10 9FQ




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
LAIDLAW HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1 - 4
Director's report
 
 
5 - 6
Independent auditors' report
 
 
7 - 10
Consolidated statement of comprehensive income
 
 
11
Consolidated balance sheet
 
 
12
Company balance sheet
 
 
13
Consolidated statement of changes in equity
 
 
14
Company statement of changes in equity
 
 
15
Consolidated statement of cash flows
 
 
16 - 17
Notes to the financial statements
 
 
18 - 38


 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Introduction
Although the Company maintains certain properties and leases in its name,it nonetheless acts as a holding company for four wholly owned subsidiaries,as follows:
Subsidiary      Principal Activity
Laidlaw & Company (UK) Ltd.            Auxiliary financial intermediary
Laidlaw & Company International Limited Auxiliary financial intermediary
Laidlaw Wealth Management LLC   Financial planning & portfolio management
Laidlaw Private Equity LLC   Auxiliary financial intermediary
As a holding company, the Company’s business involves the business of its subsidiaries.As such, extracts from the Strategic Report of Laidlaw & Company (UK) Limited,the primary active subsidiary as well as comments on its other active subsidiary,Laidlaw Wealth Management LLC,the Company’s Registered Investment Advisor (RIA), are incorporated herein with minor modification: 
Overseas Branches
During the year,the Group provided its services as a securities broker-dealer,provider of investment banking and venture capital services and registered investment advisory services through these primary operating subsidiaries in five locations outside of London:

New York City, New York 
San Francisco, California
Boca Raton, Florida
Naples, Florida
Coral Gables, Florida

 

 


 

Page 1

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
For all of its active subsidiaries,the Directors consider that achieving stability and,if possible, above inflation growth in aggregate revenue volume where applicable,will help to generate a sufficient gross profit margin that will sustain the businesses throughout increasingly volatile market cycles.Notwithstanding Management’s ongoing initiatives to refocus its core business lines and reduce certain historical sources of revenues,the Directors still consider a) the percentage growth of overall revenues from a now more diverse source of fees and both institutional and retail commissions,and b) the gross profit margin overall to be the key performance indicators of the broker-dealer subsidiary.The Directors also acknowledge that such metrics can experience volatility at any time in most market cycles and meaningful declines with protracted liquidity delays during less optimal market cycles.
The Directors note that the Group reported an operating loss in 2023 primarily related to difficult market conditions across all sectors.As discussed,the Company through its subsidiaries and affiliates,has strategically repositioned itself to focus on Institutional Capital Markets,Venture Capital,Investment Banking,Alternative Investments and quasi-Merchant Banking initiatives.The changes have taken time to generate full results,given the need to redirect some of its personnel and recruitment efforts and outlays, while redeploying the applicable internal resources needed to maximize growth and productivity in these areas.This process began in late 2022 and continued into 2024 and 2025.Although the Group incurred an operating loss in 2023, it has seen significant improvement in 2024 and is operating at a profit as of Q1 2025. 
In addition,the Group has re-evaluated its approach to the focus of its Registered Investment Advisor (RIA).As previously noted,the Group made a decision in 2017 to build out its RIA business. It hired experienced industry personnel to assist.The business grew throughout 2017 2018.In 2019 the firm hired a CEO with prior Wealth Management experience to drive the growth of the business.In 2020, with the guidance of the CEO, Laidlaw Wealth Management LLC (LWM) acquired Naples Wealth Planning (NWP), a Florida based RIA.  From 2020 – 2022,the firm recruited a handful of new Investment Advisors to add to its platform. Although the firm grew its Assets Under Management (AUM) up to approximately 1.0 billion dollars in 2022, it fell short of its goal of $1.5 billion.In 2023, the management team made the determination that the firm did not have the correct personnel in place to reach its targeted AUM over the longer term.In addition, the recruiting market for proven advisors became much more competitive with the major banks offering large incentives to potential advisors.The management team decided it was best to separate from NWP, whose operations were breakeven at best, and to pursue other opportunities. This separation will ultimately save the firm approximately $900k in salary and benefit costs in 2024.
At this time the management team, through its business relationships,began exploring other opportunities relating to LWM.One of these opportunities was with another RIA,a company whose Senior Management was tasked with aggressively growing their RIA business.After numerous discussions, it became apparent that US Capital was interested in purchasing a portion of LWM.The management team and US Capital have been negotiating the terms during the course of 2024 for a potential acquisition of a stake in LWM but would also involve an ongoing business relationship and revenues sharing agreement between and among the Laidlaw Group of Companies and this RIA.  
Operationally,the Group continues to improve efficiencies through prudent expense management,active departmental cooperation, and strategic recruitment and team building in a context of planning and corporate diversification.In so doing,the business should benefit from economies of scale and vertical integration of its areas of practice.  
Management believes that the challenges posed by global trends and events require scope,diversity,resilience and flexibility.By working with its affiliates and service providers,and potential business partners it hopes to expand or,in some cases,adjust,its presence in all of its markets and business segments in a prudent and managed fashion to better serve its global clientele, while controlling risk to the highest degree feasible.

 

Page 2

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Notwithstanding the strategic changes in the Company’s overall focus,its broker-dealer subsidiary continues to engage in day-to-day securities brokerage activities with individual and institutional customers,although at a  substantially paired down level.The responsibility for processing customer activity rests with the Group's clearing firm, StoneX.The broker-dealer's clearing and execution agreement provides that StoneX credit losses relating to unsecured margin accounts receivable for the Group's customers are charged back to the Group.
StoneX records customer activity on a settlement date basis, which is generally three business days after the trade date.There is therefore a risk of loss on these transactions in the event of the customer's inability to meet the terms of its contracts,in which case StoneX may have to purchase or sell the underlying financial instruments at the prevailing market prices in order to satisfy its customer related obligations.Any loss incurred by StoneX is charged back to the Group.
The broker-dealer,in conjunction with StoneX, controls off balance sheet risk by monitoring the market value and marking securities to market on a daily basis and by requiring adjustments to collateral levels.StoneX establishes margin requirements and overall credit limits for such activities and monitors compliance with the applicable limits and industry regulations on a daily basis.
The RIA utilises multiple levels of risk management to safeguard customer assets,in particular through its business partnerships with global custodial and execution providers such as Charles Schwab and StoneX.As an RIA,it adheres to a regulatory record keeping and reporting regime under the Securities & Exchange Commission (SEC), state and local regulatory bodies and FINRA, where applicable, to protect customer assets and ensure day to day business continuity and stability.  
The Group’s broker-dealer and RIA subsidiaries maintain policies relating to their own technology and surveillance capabilities,including written supervisory policies and anti money laundering procedures. In addition, the Group and its financial partners maintain multiple insurance policies covering fraud,theft,loss and other potential liabilities.The Group also relies on other third party providers for additional financial, compliance and regulatory oversight.
The Group manages its exposure to liquidity risk by using finance leases where appropriate. In addition,the Group took out a COVID 19 Small Business Administration (SBA) support loan of $2,000,000 to help support operational costs during the height of the pandemic.In 2021 $1,677,945 of the loan was forgiven by the bank after the Company met the requirements for the loan to be forgiven.The loan balance as of December 31, 2023 $137,532.The loan was paid in full as of May 2025..
The Group has minimised use of formal bank loans where possible by seeking funding from the Director of the Company and Directors of Laidlaw & Company (UK) Ltd, and by utilising a bank overdraft facility to provide both flexibility and continuity of funding as and when required.
The Group has minimal exposure to interest rate risk because the COVID 19 loan has a fixed rate of interest of 1%.  
Trade debtors primarily represent commission receivable from StoneX.The risks associated with this have been discussed above.
Other trade debtors result from the outsourcing of services. These are managed in respect of credit risk and cash flow by strict Group policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.
Liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Page 3

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The Company is a holding company relying on the activities of its subsidiaries, each of which may be subject to distinct metrics, unique personnel requirements, a certain cyclicality and general market conditions. 
An analysis of these key performance indicators in 2023 shows that gross turnover decreased by 11.7% principally driven by a 13.9% decrease in Commission Revenue generated by the US broker-dealer and the US registered investment advisor,and a decrease in Corporate Finance Fee of 7.7% generated by the US broker-dealer.The decrease in Corporate Finance Fees in comparison with 2022,was attributable to the slowdown of private placement and capital markets activity.The decrease in Commission Revenues in comparison with 2022 was primarily attributable to the difficult market conditions as well as an overall change in business strategy also contributed to the Commission Revenue Variance.The gross profit margin as a percentage of sales increased to 31.2% from the prior years' gross profit margin of 25.8% primarily related to the revenue mix and the associated commission payouts and is reflected in the decrease in cost of sales from 74.2% in 2022 to 68.8% in 2023. Total administrative expense decreased by 16.9% from 2022 to 2023 as the corporate expense saving initiatives began in 2022 began to show significant results in 2023.
The Directors note that the Group reported an operating loss in 2023 primarily related to market conditions and the downturn in the Initial and Secondary public offerings and reduced Capital Markets activity in the areas in which they focus.Although the Directors were not satisfied with the overall results of the firm, they are comfortable with Management continuing to execute on its new business initiatives, as well as its ongoing efforts in implementing significant cost cutting measures.The firm began to see the impact of these changes in Q4 2024 and Q1 2025.

Other key performance indicators
 
There are no other key performance indicators.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors of the Group have acted in accordance with their duties and obligations set out in statute.
The Board makes decisions in good faith for the long-term benefit of its’ stakeholders which include members, employees, business partners, and the community as a whole.


This report was approved by the board and signed on its behalf.



Mr H Regan
Director

Date: 30 May 2025

Page 4

 
LAIDLAW HOLDINGS LIMITED
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Director presents his report and the financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The Director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Director must not approve the financial statements unless he is 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 Director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Principal activities

The principal trading activities of the Group in the year under review are that of an auxiliary financial intermediary as well as a financial planning and portfolio manager. A UK subsidiary is regulated by the Financial Conduct Authority, FCA.The USA based subsidiaries are registered with the Financial Industry Regulatory Authority (FINRA) the largest independent securities regulator in the U.S.A as well as the Securities and Exchange Commissions (SEC).

Results and dividends

The loss for the year, after taxation, amounted to $3,060,928 (2022 - loss $7,713,211).

The Director has recommended that no dividends be paid this year (2022 - $Nil).

Directors

The Directors who served during the year were:

Mr H Regan 
Mr J Tesei (resigned 20 May 2024)

Page 5

 
LAIDLAW HOLDINGS LIMITED
 

DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

Going forward,Management will continue to execute its plan to redirect certain lines of business and refocus on growing the Capital Markets,Venture Capital,Alternative Investment and General Securities' business of the broker-dealer subsidiary while improving the profitability of the wealth management practice, both organically and through strategic initiatives.The wealth management business has elected to pursue a strategic sale or business combination,with an ongoing carried interest,with a larger partner as discussed above.Its private equity subsidiary will continue to be involved in externally managed, special purpose funds devoted to long term private investments in venture backed companies while mainlining its current economic interest in the existing family of active funds.Certain opportunities are also being considered between and among its venture capital activities and its fund management initiatives to sponsor focused special purpose vehicles more directly related to its core health care expertise. 
Operationally,the Group continues to improve efficiencies through prudent expense management, active departmental cooperation and strategic recruitment and team building in the context of planning and corporate diversification.In so doing,the business should benefit from economies of scale and vertical integration of its areas of practice 

Matters covered in the Group strategic report

The principal risks and uncertainties are not shown in the Directors Report as they are shown in the Strategic Report in accordance with S414C (11) of the Companies Act 2006.

Disclosure of information to auditors

The Director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There are no significant post-balance sheet events to report.

Auditors

Under section 487(2) of the Companies Act 2006Wellden Turnbull Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





Mr H Regan
Director

Date: 30 May 2025

Page 6

 
LAIDLAW HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Laidlaw Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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 Director with respect to going concern are described in the relevant sections of this report.


Page 7

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Director is responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of 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 Director's report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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


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


Page 8

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Group operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Group’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation.FCA regulations,FINRA regulations and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. 
 
The extent to which our procedures are capable of detecting irregularities, including fraud are detailed below:

Enquiry of management and those charged with governance as to actual and potential litigation and claims;

Enquiry of staff in compliance functions to identify any instances of non-compliance with laws and regulations;

Agreeing revenue recognised in the period to supporting audit evidence and assessing the accuracy of revenue recognised based on revenue recognition criteria;

Reviewing financial statement disclosures and verification to supporting documentation to assess compliance with applicable laws and regulations;and

Performing audit work over the risk of management 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.


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


A further description of our responsibilities 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 Auditors' report.


Page 9

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Robin John FCA CTA (Senior statutory auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ

30 May 2025
Page 10

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$
$

  

Turnover
 4 
18,258,259
20,678,100

Cost of sales
  
(12,567,443)
(15,338,189)

GROSS PROFIT
  
5,690,816
5,339,911

Administrative expenses
  
(11,135,029)
(11,810,867)

Exceptional administrative expenses
13  
981,729
(413,025)

Other operating income
 5 
1,430,942
736,048

Fair value movements
  
(88,693)
(627,148)

Exceptional other operating charges
13  
-
(947,885)

OPERATING LOSS
 6 
(3,120,235)
(7,722,966)

Income from fixed assets investments
 9 
4,595
1,122

Amounts written off investments
  
110,940
-

Interest receivable and similar income
 10 
3
130

Interest payable and similar expenses
 11 
(36,013)
(54,869)

LOSS BEFORE TAXATION
  
(3,040,710)
(7,776,583)

Tax on loss
 12 
(20,218)
63,372

LOSS FOR THE FINANCIAL YEAR
  
(3,060,928)
(7,713,211)

  

Foreign exchange movement
  
5,717
(12,681)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
(3,055,211)
(7,725,892)

(LOSS) FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
(3,060,928)
(7,713,211)

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 18 to 38 form part of these financial statements.

Page 11

 
LAIDLAW HOLDINGS LIMITED
REGISTERED NUMBER:06310081

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
                                                                        Note
$
$

FIXED ASSETS
  

Intangible assets
 14 
235,974
332,687

Tangible assets
 15 
244,513
335,540

Investments
 16 
81,772
73,944

  
562,259
742,171

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 17 
733,198
949,182

Debtors: amounts falling due within one year
 17 
1,739,379
2,543,728

Current asset investments
 18 
119,187
171,496

Cash at bank and in hand
 19 
1,643,921
1,480,948

  
4,235,685
5,145,354

Creditors: amounts falling due within one year
 20 
(11,964,326)
(10,492,738)

NET CURRENT LIABILITIES
  
 
 
(7,728,641)
 
 
(5,347,384)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(7,166,382)
(4,605,213)

Creditors: amounts falling due after more than one year
 21 
(2,536,788)
(2,042,746)

PROVISIONS FOR LIABILITIES
  

NET LIABILITIES
  
(9,703,170)
(6,647,959)


CAPITAL AND RESERVES
  

Called up share capital 
 23 
1,640,411
1,640,411

Share premium account
 24 
6,534
6,534

Capital redemption reserve
 24 
2,773,000
2,773,000

Foreign exchange reserve
 24 
(28,516)
(34,233)

Profit and loss account
 24 
(14,094,599)
(11,033,671)

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
  
(9,703,170)
(6,647,959)


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

Mr H Regan
Director

Date: 30 May 2025

The notes on pages 18 to 38 form part of these financial statements.

Page 12

 
LAIDLAW HOLDINGS LIMITED
REGISTERED NUMBER:06310081

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
                                                                           Note
$
$

FIXED ASSETS
  

Tangible assets
 15 
154,780
206,374

Investments
 16 
1,171,178
6,257,584

  
1,325,958
6,463,958

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 17 
629,610
629,610

Debtors: amounts falling due within one year
 17 
283,106
178,227

Cash at bank and in hand
 19 
606
81

  
913,322
807,918

Creditors: amounts falling due within one year
 20 
(9,595,197)
(7,069,701)

NET CURRENT LIABILITIES
  
 
 
(8,681,875)
 
 
(6,261,783)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
(7,355,917)
202,175

  

Creditors: amounts falling due after more than one year
 21 
(1,108,883)
(142,814)

  

NET (LIABILITIES)/ASSETS
  
(8,464,800)
59,361


CAPITAL AND RESERVES
  

Called up share capital 
 23 
1,640,411
1,640,411

Share premium account
 24 
6,534
6,534

Capital redemption reserve
 24 
2,773,000
2,773,000

Profit and loss account brought forward
 24 
(4,360,584)
(2,065,417)

Loss for the year

  

(8,524,161)
(2,287,167)

Other changes in the profit and loss account

  

-
(8,000)

Profit and loss account carried forward
  
(12,884,745)
(4,360,584)

SHAREHOLDERS' (DEFICIT)/FUNDS
  
(8,464,800)
59,361


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

Mr H Regan
Director
Date: 30 May 2025

The notes on pages 18 to 38 form part of these financial statements.

Page 13

 

LAIDLAW HOLDINGS LIMITED
 
 
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


$
$
$
$
$
$



At 1 January 2022
1,648,411
6,534
2,765,000
(21,552)
(3,312,460)
1,085,933





Loss for the year
-
-
-
-
(7,713,211)
(7,713,211)


Foreign exchange movement
-
-
-
(12,681)
-
(12,681)



CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS


Purchase of own shares
-
-
8,000
-
-
8,000


Shares redeemed during the year
(8,000)
-
-
-
-
(8,000)


Transfer to/from profit and loss account
-
-
-
-
(8,000)
(8,000)





At 1 January 2023
1,640,411
6,534
2,773,000
(34,233)
(11,033,671)
(6,647,959)





Loss for the year
-
-
-
-
(3,060,928)
(3,060,928)


Foreign exchange movement
-
-
-
5,717
-
5,717



AT 31 DECEMBER 2023
1,640,411
6,534
2,773,000
(28,516)
(14,094,599)
(9,703,170)



The notes on pages 18 to 38 form part of these financial statements.

Page 14

 
LAIDLAW HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

$
$
$
$
$


At 1 January 2022
1,648,411
6,534
2,765,000
(2,065,417)
2,354,528



Loss for the year
-
-
-
(2,287,167)
(2,287,167)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Purchase of own shares
-
-
8,000
-
8,000

Shares redeemed during the year
(8,000)
-
-
-
(8,000)

Transfer to/from profit and loss account
-
-
-
(8,000)
(8,000)



At 1 January 2023
1,640,411
6,534
2,773,000
(4,360,584)
59,361



Loss for the year
-
-
-
(8,524,161)
(8,524,161)


AT 31 DECEMBER 2023
1,640,411
6,534
2,773,000
(12,884,745)
(8,464,800)


The notes on pages 18 to 38 form part of these financial statements.

Page 15

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
$
$

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss) for the year
(3,060,928)
(7,713,211)

ADJUSTMENTS FOR:

Amortisation of intangible assets
96,713
96,713

Depreciation of tangible assets
130,662
190,122

Government grants
(1,236,398)
-

Interest payable
11,723
54,869

Interest receivable
(3)
(130)

Income from fixed asset investments
(4,595)
(1,122)

Taxation charge
20,218
(63,372)

Decrease in debtors
1,007,534
106,952

Decrease/(increase) in amounts owed by groups
12,797
(12,797)

(Decrease)/increase in creditors
(1,677,048)
510,101

Net fair value losses recognised in P&L
88,693
627,148

Foreign taxes (paid)/received
2,390
79,775

C/A investment value part of sales
(392,306)
-

Foreign conversion adjustment
5,717
(12,681)

Bad debt provision
(981,729)
413,025

Loss on disposal of investments
(110,941)
-

NET CASH GENERATED FROM OPERATING ACTIVITIES

(6,087,501)
(5,724,608)
Page 16

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

$
$




CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of tangible fixed assets
(39,633)
(49,238)

Purchase of unlisted and other investments
-
(5,000)

Sale of short-term listed investments
460,722
433,189

Government grants received
1,236,398
-

Interest received
3
130

Dividends received
4,595
1,122

NET CASH FROM INVESTING ACTIVITIES

1,662,085
380,203

CASH FLOWS FROM FINANCING ACTIVITIES

Purchase of ordinary shares
-
(8,000)

Repayment of loans
(104,843)
(79,640)

Other new loans
3,750,000
1,050,000

Repayment of/new finance leases
-
(20,411)

Interest paid
(11,723)
(54,869)

Loans to third party
(1,498,271)
(510,200)

Loans repaid by third parties
2,480,000
3,550,000

NET CASH USED IN FINANCING ACTIVITIES
4,615,163
3,926,880

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
189,747
(1,417,525)

Cash and cash equivalents at beginning of year
1,420,332
2,837,857

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
1,610,079
1,420,332


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
1,643,921
1,480,948

Bank overdrafts
(33,842)
(60,616)

1,610,079
1,420,332


The notes on pages 18 to 38 form part of these financial statements.

Page 17

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

1.


General information

Laidlaw Holdings Limited is a private company, limited by shares, incorporated in England and Wales,
registered number 06310081. The registered office is Albany House, Claremont Road, Esher, Surrey KT10 9FQ. 
The principal place of business is 521 5th Avenue, 12th floor, New York, NY 10175.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

These financial statements are presented in US dollars($) which is the functional currency of the Group and rounded to the nearest dollar.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared in accordance with the provisions of FRS102. There have been no material deviations from the standard.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 18

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis as the directors believe that the Group will continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.In assessing the appropriateness of the going concern basis of preparation,the Directors have taken into account the key risks of the business as well as availability of cash resources.The Company has also prepared a detailed analysis of actual activity as of March 31,2025 including profit & loss projections and cash projections through June 30, 2026 and has determined that it will have the necessary cash flows to meet its third party obligations.  In the event that the results in 2025 2026 do not meet the Company’s’ obligations,the Company has demonstrated, as it has in the past, that it has access to adequate capital to meet its needs.

 
2.5

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable.

Turnover includes commissions and fees, investment banking fees, placement fees, advisory fees
and underwriting net of syndicate expenses arising from security offerings in which the Group acts
as an underwriter or agent.
 
Commission and clearing charges are recognised on a trade date basis as security transactions
occur.
 
Advisory fees earned from providing merger-acquisition and financial restructuring advice are
recognised when corporate deal complete.
 
Investment banking and placement fees are recognised on the closing date of the transaction.
 
Underwriting fees are recognised at the time the underwriting is complete.
 
Wealth management fees are charged on a quarterly basis in advance.

 
2.6

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Finance costs

Finance costs are charged to Consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 19

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Intangible assets

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Other intangible fixed assets
-
5
years

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Leasehold improvements
-
5
years
Fixtures and fittings
-
5
years
Office equipment
-
5
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in Consolidated statement of comprehensive income.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in consolidated statement of comprehensive income.

Page 20

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
Page 21

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)


If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.15

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 22

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Interest income

Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.

 
2.17

Borrowing costs

All borrowing costs are recognised in the consolidated statement of comprehensive income in the year in which they are incurred.

 
2.18

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

On consolidation, the results of UK based operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.19

Taxation

Tax is recognised in the consolidated statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Page 23

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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the Directors have had to make judgements, estimates and assumptions that effect the application of policies and reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historic experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities. Actual results may differ from these estimates. The judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are:
Legal fee provisions
At the year end where there are legal cases ongoing, the Group takes specialist advice to assess the
expected outcome and settlement. Based upon the information the Group complies with the regulations
on contingent assets and liabilities.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated by applying the straight-line method to its estimated useful life, which in the case of the other intangibles is 5 years.
Estimates of the useful economic life of intangibles are based on a variety of factors such as the expected use of the assets acquired, the expected useful life of the cash generating units to which the other intangibles is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
 
Debtors
The Group's loans were reviewed by the Directors as at year end and a bad debt provision was made based upon the directors assessment of recoverability.


Page 24

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

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
$
$

Commissions and sales credits
9,572,813
11,119,990

Corporate finance income
8,175,171
8,854,170

Trading gains and losses
66,775
(15,841)

Insurance fees
33,532
76,513

Broker loan commission
409,968
643,268

18,258,259
20,678,100


99% (2020 : 99%) of the turnover is derived from geographical markets outside the UK.


5.


Other operating income

2023
2022
$
$

Staff insurance contributions
112,771
210,661

Chargeback contributions
81,773
145,764

Government grants forgiven
1,236,398
-

Insurance claims receivable
-
379,623

1,430,942
736,048



6.


Operating loss

The operating loss is stated after charging:

2023
2022
$
$

Depreciation of tangible fixed assets
130,663
190,121

Exchange differences
9,466
(103,864)

Other operating lease rentals
2,170,062
2,145,330

Goodwill amortisation
96,713
96,713

Page 25

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

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
$
$

Fees payable to the Group auditors and their associates for the audit of Group's annual financial statements
106,568
92,748

Fees payable to the Group auditors and their associates in respect of:

Other services supplied pursuant to such legislation
16,947
18,116

Other services supplied relating to taxation
2,650
2,596

USA auditors assurance fees
74,665
101,220

USA accountancy fees
16,882
14,160


8.


Employees

Staff costs, including Director's remuneration, were as follows:


Group
Group
2023
2022
$
$


Wages and salaries
14,836,729
17,893,278

Social security costs
629,651
608,842

15,466,380
18,502,120


The average monthly number of employees, including the Director, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
1
2
1
2



Staff
68
69
-
-

69
71
1
2


9.


Income from investments

2023
2022
$
$





Dividends received from listed investments
4,595
1,122


Page 26

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

10.


Interest receivable

2023
2022
$
$


Other interest receivable
3
130


11.


Interest payable and similar expenses

2023
2022
$
$


Other loan interest payable
36,013
54,869


12.


Taxation


2023
2022
$
$



Current tax on profits for the year
-
-

Foreign tax


Foreign tax on income for the year
20,218
(63,372)

Deferred tax


Origination and reversal of timing differences
-
-


Taxation on profit/(loss) on ordinary activities
20,218
(63,372)
Page 27

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
$
$


Loss on ordinary activities before tax
(3,040,709)
(7,776,583)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(577,735)
(1,477,551)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
44,441
202,387

Utilisation of tax losses
(101,633)
-

Dividend income
-
(214)

Foreign losses carried forward
133,182
486,729

Fair value movement in current asset investments
16,851
103,498

UK losses carried forward
469,390
671,487

Depreciation in excess of capital allowances
14,956
13,994

Dividends from UK companies
(873)
(2,420)

Other differences leading to an increase (decrease) in the tax charge
1,421
2,096

Other foreign tax paid/(received)
20,218
(63,378)

Total tax charge for the year
20,218
(63,372)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 28

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

13.


Exceptional items

2023
2022
$
$
Penalty

-

822,885
 
Other operating costs

-

125,000
 
Exceptional other operating charges
-

947,885
 



Bad debt provision
(981,729)
413,025

The Securities Exchange Commission (SEC) conducted an investigation of a subsidiary's activities beginning in 2018. The end result was a fine to the subsidiary on the amount of $822,885. This was provided for in the 2022 accounts, The subsidiary has taken steps to correct their systems to ensur efuture compliance.
The other operating charge represent the balance of payouts associated with a distribution from Laidlaw Private Equity LLC (LPE) which initially occured 2021.
The Company has loaned $2,471,096 (2022 - $3,452,824) to Laidlaw Holdings LLC. At the year end andthe directors have assessed the recoverability of the loan and as a result of this assessment the fullprovision of the prior year could be reduced by $981,729.


14.


Intangible assets

Group





Other intangibles

$



Cost


At 1 January 2023
483,563



At 31 December 2023

483,563



Amortisation


At 1 January 2023
150,876


Charge for the year on owned assets
96,713



At 31 December 2023

247,589



Net book value



At 31 December 2023
235,974



At 31 December 2022
332,687



Page 29

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

15.


Tangible fixed assets

Group






Short-term leasehold improvement
Fixtures and fittings
Office equipment
Total

$
$
$
$



Cost or valuation


At 1 January 2023
281,487
664,982
320,224
1,266,693


Additions
-
-
39,633
39,633


Disposals
-
(238,987)
-
(238,987)



At 31 December 2023

281,487
425,995
359,857
1,067,339



Depreciation


At 1 January 2023
252,572
431,829
246,751
931,152


Charge for the year on owned assets
23,668
61,546
45,448
130,662


Disposals
-
(238,987)
-
(238,987)



At 31 December 2023

276,240
254,388
292,199
822,827



Net book value



At 31 December 2023
5,247
171,607
67,658
244,512



At 31 December 2022
28,914
233,153
73,473
335,540

Page 30

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

           15.Tangible fixed assets (continued)


Company






Fixtures and fittings

$

Cost or valuation


At 1 January 2023
257,968



At 31 December 2023

257,968



Depreciation


At 1 January 2023
51,594


Charge for the year on owned assets
51,594



At 31 December 2023

103,188



Net book value



At 31 December 2023
154,780



At 31 December 2022
206,374






Page 31

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

16.


Fixed asset investments

Group





Unlisted investments

$



Cost or valuation


At 1 January 2023
73,944


Revaluations
7,828



At 31 December 2023

81,772






Net book value



At 31 December 2023
81,772



At 31 December 2022
73,944

Company





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2023
6,325,133


Additions
2,920,000



At 31 December 2023

9,245,133



Impairment


At 1 January 2023
67,549


Charge for the period
8,006,406



At 31 December 2023

8,073,955



Net book value



At 31 December 2023
1,171,178



At 31 December 2022
6,257,584

Page 32

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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Laidlaw & Company (UK) Limited
Auxiliary financial intermediary
Ordinary
100%
Laidlaw & Company International Limited
Auxiliary financial intermediary
Ordinary
100%
Laidlaw Wealth Management LLC
Financial Planning & Portfolio Management
Ordinary
100%
Laidlaw Private Equity LLC
Auxiliary financial intermediary
Ordinary
100%

The registered office for Laidlaw & Company (UK) Limited and Laidlaw & Company International Limited is Albany House, Claremont Lane, Esher, Surrey, KT10 9FQ.
The registered office for Laidlaw Wealth Management LLC and Laidlaw Private Equity LLC is 521 5th Avenue, 12th floor, New York, NY 10175.


17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Due after more than one year

Other debtors
733,198
949,182
629,610
629,610


Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Due within one year

Trade debtors
128,161
168,578
-
-

Amounts owed by group undertakings
-
12,797
283,106
178,208

Other debtors
1,095,489
1,447,809
-
19

Prepayments and accrued income
515,729
914,544
-
-

1,739,379
2,543,728
283,106
178,227



18.


Current asset investments

Group
Group
2023
2022
$
$

Listed investments
119,187
171,496


Page 33

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

19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Cash at bank and in hand
1,643,921
1,480,948
606
81

Less: bank overdrafts
(33,842)
(60,616)
-
-

1,610,079
1,420,332
606
81



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Bank overdrafts
33,842
60,616
-
-

Bank loans
95,356
99,601
95,356
99,601

Other loans
5,233,333
5,107,500
5,233,333
5,107,500

Trade creditors
573,572
605,633
157,420
-

Amounts owed to group undertakings
-
-
134,706
303,441

Other creditors
4,737,946
1,620,700
3,897,309
1,339,802

Accruals and deferred income
1,290,277
2,998,688
77,073
219,357

11,964,326
10,492,738
9,595,197
7,069,701





The following liabilities were secured:
Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Other loan
333,333
-
333,333
-

Other loan
4,800,000
2,557,500
2,557,500
2,557,500

Foregivable loan
100,000
-
100,000
-

5,233,333
2,557,500
2,990,833
2,557,500

Details of security provided:

The $2,557,500 is secured against the public securities held by the Group.
The $333,333 and $100,000 loans are backed by a guarantee given by following parties; Laidlaw & Company (UK) Ltd,Laidlaw Asset Managment LLC and Mr M Eitner.

Page 34

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

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Bank loans
42,216
142,814
42,216
142,814

Other loans
1,066,667
-
1,066,667
-

Other creditors
175,801
467,848
-
-

Accruals and deferred income
1,252,104
1,432,084
-
-

2,536,788
2,042,746
1,108,883
142,814



The following liabilities were secured:
Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$


Other loan
666,667
-
666,667
-

Other loan
400,000
-
400,000
-

1,066,667
-
1,066,667
-

Details of security provided:

The $666.667 and $400,000 loans are backed by a guarantee given by following parties; Laidlaw & Company (UK) Ltd,Laidlaw Asset Managment LLC and Mr M Eitner.



22.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Financial assets

Financial assets measured at fair value through profit or loss
1,844,880
1,726,388
606
81


Financial liabilities

Other financial liabilities measured at fair value through profit or loss
(33,842)
60,616
-
-


Financial assets measured at fair value through profit or loss comprise bank balances and fixed/current asset investments.


Other financial liabilities measured at fair value through profit and loss comprise the bank overdraft.

Page 35

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

23.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



2,550,020 (2022 - 2,550,020) Ordinary A shares of $0.203740 each
519,541
519,541
2 (2022 - 2) Ordinary B shares of $50,935.000000 each
101,870
101,870
1,019 (2022 - 1,019) Preferred shares of $1,000.000000 each
1,019,000
1,019,000

1,640,411

1,640,411


The Ordinary A and B shares carry voting rights, the preferred shares carry no voting rights.
The Ordinary A & B shares rank equally for dividend distribution apart from the Ordinary B shares shall from time to time be entitled to a dividend equivalent to 32% of backend interests in priority to Ordinary A shares.
The Preferred shares carry the right to convert into Ordinary A shares at a conversion price of $750 per share. When there are profits available for distribution and resolved to be distributed, the preferred shares will receive a 6% dividend prior to dividends paid on ordinary shares.


24.


Reserves

Share premium account

The share premium account comprises the amounts paid above and beyond the par value of the shares in issue.

Capital redemption reserve

This is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a Company's own shares.

Foreign exchange reserve

This reserve represents the cumulative exchange difference arising from converting the subsidiaries reported in pounds into dollars.

Profit and loss account

The profit and loss account comprises retained earnings to date.

Page 36

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
25.


Analysis of net debt




At 1 January 2023
Cash flows
At 31 December 2023
$

$

$

Cash at bank and in hand

1,480,948

162,973

1,643,921

Bank overdrafts

(60,616)

26,774

(33,842)

Debt due after 1 year

(142,814)

(966,069)

(1,108,883)

Debt due within 1 year

(5,207,101)

(2,679,089)

(7,886,190)

Liquid investments

171,496

(52,309)

119,187


(3,758,087)
(3,507,720)
(7,265,807)


26.


Contingent liabilities

The Group has been named as a defendant in a number of actions relating to its activities as a broker-dealer including civil actions and arbitration. From time to time, the Group is also involved in  proceedings and investigations by self-regulatory organisations. Although the ultimate outcome of these matters involving the Group cannot be predicted with certainty, in the opinion of the Directors, the Group has meritorious defences to all such actions and intends to defend each of these actions vigorously. It is therefore the opinion of the Directors that the ultimate resolution of such actions will have no material adverse effect on the Group's financial condition.


27.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Not later than 1 year
1,859,237
1,847,148
1,541,587
1,527,260

Later than 1 year and not later than 5 years
6,904,813
6,493,459
6,407,842
6,233,985

Later than 5 years
1,923,279
3,538,724
1,923,279
3,538,724

10,687,329
11,879,331
9,872,708
11,299,969


28.


Transactions with directors

At the year end, a director of the Company had loaned the Company an additional $2,250,000 (2022 - $1,050,000).The balance owed to the director at the year end amounted to $4,800,000 (2022 - $2,550,000).The loan is interest free and repayable on demand.

Page 37

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

29.


Related party transactions

The Company has taken advantage of FRS102, section 33 paragraph 1A not to disclose transactions with wholly owned Group members.
During the year, loans of $93,500 (2022 - $20,000) were made to a of a subsidiary director. The loans are repayable on demand and interest free. No repayments were made during the year and the balanced owed to the Group at the year end amounted to $93,500 (2022 - $Nil).
During the year, loans of $35,000 (2022 - $400,357) were made to a subsidiary director. The loans are repayable on demand and interest free. No repayments were made during the year and the balanced owed to the Group at the year end amounted to $364,994 (2022 - $329,994).

At the year end, a director of a subidiary company had loaned the Company $699,802 (2022 - $699,802). The loan is interest free and repayable on demand.
At the year end, a director of a subidiary company had loaned the Company $3,207,500 (2022 - $650,000). The loan is interest free and repayable on demand.
During the year, the Company received $2,480,000 from and made payments of $1,498,271 to Laidlaw Holdings LLC, which is owned by two directors of a subsidiary company. At the year end, the LLC owed the  Company $2,471,096 (2022 - $3,452,825). A provision of $2,471,096 (2022 - $3,452,825) has been made against the balance as at the year end. The loan is interest free and repayable on demand.
Compensation due to key management personnel totalled $905,467 (2022 - $1,369,339)


30.


Controlling party

There is no ultimate controlling party.
The consolidated financial statements are available from Companies House at Crown Way, Cardiff, CF14
3UZ.


Page 38