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Registered number: 06310081
AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023 |
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
There are no other key performance indicators.
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.
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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.
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.
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 2006. He 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.
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).
The Directors who served during the year were:
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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.
There are no significant post-balance sheet events to report.
Under section 487(2) of the Companies Act 2006, Wellden 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED
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 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).
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)
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 Report. 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. 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.
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
Albany House
Claremont Lane
Surrey
KT10 9FQ
30 May 2025
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 38 form part of these financial statements.
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 38 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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:
The financial statements have been prepared in accordance with the provisions of FRS102. There have been no material deviations from the standard.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
and underwriting net of syndicate expenses arising from security offerings in which the Group acts as an underwriter or agent. occur. recognised when corporate deal complete.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Other intangible assets
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:
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:
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.
Page 20
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 23
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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. 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 25
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 26
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 27
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12.Taxation (continued)
There were no factors that may affect future tax charges.
Page 28
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 29
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 30
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Tangible fixed assets (continued)
Page 31
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 32
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 33
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
Page 35
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Page 36
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
There is no ultimate controlling party.
The consolidated financial statements are available from Companies House at Crown Way, Cardiff, CF14 3UZ.
Page 38
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