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COMPANY REGISTRATION NUMBER: 4051544
CDL Group Holdings Limited
Financial Statements
For the Year Ended
30 September 2024
CDL Group Holdings Limited
Financial Statements
Year Ended 30 September 2024
Contents
Page
Strategic Report
1
Directors' Report
3
Independent Auditor's Report to the Members
6
Consolidated Statement of Comprehensive Income
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Notes to the Financial Statements
16
CDL Group Holdings Limited
Strategic Report
Year Ended 30 September 2024
Principal activity The principal activity of the group is the sale of software products and services to the general insurance industry. Business review The Directors are pleased to report a positive performance for the financial year to September 2024. The business has continued to grow and delivered a record £64.5M turnover which represents an increase of 8.4% year on year. It is also significant from a corporate health perspective that there was an increase in recurring revenue streams to 90% of total income. Investment in research and development continues to be the bedrock of future growth and a further £10.7M was capitalised. There was significant investment in artificial intelligence to ensure preparedness of our architecture, legal framework and cyber security tools, enabling us to support the industry to unlock the full potential of this technology. Alongside this has been continued investment in globally leading cloud capabilities and modernisation of our technology stack as we pivot to a SaaS-ready model. Investment in our people has been a further enabler for growth, with headcount rising 3.0% to 591. We continue to partner with the UK's leading insurance brands, cementing our position as the UK frontrunner in powering personal lines insurance. Future Developments CDL's focus remains on preparedness for international expansion and driving adoption of our new suite of AI technologies to transform both the consumer experience and drive operational efficiencies for insurance providers.
Strategy The group's overall objective is to achieve controlled and sustainable growth by the development of powerful and mutually beneficial partnerships with customers and responding to their needs, providing solutions that allow them to compete in a competitive market. Principal risks and uncertainties The board formally reviews risks facing the group and procedures are put in place to mitigate them principally by delivering high service levels and ensuring that the product provided to customers is continually enhanced in response to their needs. Key performance indicators Given the management structure of the business, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the group.
Section 172 (1) Statement Section 172 of the Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so a director of a company must have regard to: - The likely consequences of any decision in the long term; - The interests of the Group employees; - The need to foster the Group's business relationships with suppliers, customers and others; - The impact of the Group's operations on the community and the environment; - The desirability of the Group maintaining a reputation for high standards of business conduct and; - The need to act fairly as between members of the Group. The Board reviewed their approach to corporate governance and decision making, engagement with stakeholders and the group's impact on the environment. The following summarises how the Group fulfils its duties under Section 172: The Board have policies and procedures in place to ensure that decisions are made with relevant information and are approved in accordance with its constitution. Operational decisions are delegated through a management structure within a framework of reporting lines. The Board retains ultimate responsibility for strategy, financial performance, the management of risk and internal controls, health & safety and environmental concerns. The Board cultivates strong relationships with key stakeholders so that it is well placed and sufficiently informed to take their considerations into account when making decisions and in order to create long term value for them. The employees are the Group's most valuable asset. The Directors are committed to treating employees fairly and respectfully and promoting the Group's values. The Directors are committed to ensuring the Group is an equal opportunities employer with a diverse workforce that is fair to its employee's on pay, benefits, health and safety at work and on the provision of training and personal development. Employee feedback is provided via an employee representation channel called Voice as well as regular surveys to gauge feelings and opinions. The Board uses the feedback to inform future new ways of working. The delivery of excellence across all of the Group's business relationships is a key pillar within the corporate strategy. The Directors believe in lasting mutually beneficial relationships founded on a shared commitment to quality, value and service. In making decisions the Board considers outcomes from engagements with stakeholders as well as the importance of maintaining integrity and reputation. The Directors recognise the importance of protecting and enhancing the environment for the long term future and are committed to reducing the carbon footprint of the Group. Sustainability runs through a number of areas of the business from energy saving, recycling and resource sharing policies. The Directors encourage and promote action in the local community including charitable donations and initiatives to involve the workforce in providing assistance and support. The Directors recognise that culture, values and standards are fundamental to how a company creates and sustains value in the long term.
This report was approved by the board of directors on 11 June 2025 and signed on behalf of the board by:
N C Phillips
Director
CDL Group Holdings Limited
Directors' Report
Year Ended 30 September 2024
The directors present their report and the financial statements of the group for the year ended 30 September 2024 .
Directors
The directors who served the company during the year were as follows:
G A Johnson
N C Phillips
S Aldred
Dividends
Particulars of recommended dividends are detailed in note 12 to the financial statements.
Donations
During the year the group made charitable donations and corporate social responsibility ("CSR") payments totalling £243,444 (2023: £208,113).
We have continued our support for longstanding community partners, Forever Manchester, Emerge and The Oasis Centre.
In addition, we have supported Arts organisations including The Northern Chamber Orchestra and The Lowry with sponsorship and funding for their community outreach projects.
Greenhouse Gas Emissions and Energy Consumption
Unit
2024
2023
Emissions from activities for which the group is responsible including combustion of fuel & operation of facilities (scope 1)
tCO2e
22
19
Emissions resulting from the purchase of electricity, heat and cooling by the group for its own use (scope 2)
tCO2e
312
450
Emissions from transport (scope 3)
tCO2e
10
11
----
----
Total emissions
tCO2e
344
480
Total energy consumption
kWh
1,481,389
2,067,263
Intensity ratio (tCO2e/ per £m sales revenue)
0.01
0.01
------------
------------
Methodologies for Energy and Emissions Calculations
The information has been collated from the group's SECR and ESOS Reports carried out by specialist energy consultants. Electricity and gas data were compiled from meter data or from billed data from primary meters in owned premises in Stockport. Transport data is derived from mileage claims for company cars and grey fleet.
Principal Measures Taken to Increase Energy Efficiency
The group is very pro-active with regards to green issues. Over the last few years, the following reports have been commissioned: Strata House EPC - 2027 Data Centre EPC - 2024 The Codeworks EPC - 2025 Serviceworks Blg 2002 EPC - 2025 Blg - 2003 EPC - 2019 Strata House DEC - 2015 The Codeworks DEC - 2015 Data Centre DEC - 2015 Energy Efficiency Report - 2024 ESOS Report - 2024 Various energy efficient measures have already been taken and these include: - 220 solar panels were fitted to Strata House - All buildings AC were calibrated to accommodate the weather conditions and working hours only. - Expansion of EV Salary Sacrifice scheme - Planning proposals to install 7 EV charging stations.
Employment of Disabled Persons
Applications for employment by disabled persons are always considered, bearing in mind the aptitudes of the applicant concerned. In the event of the members of staff becoming disabled, every effort is made to ensure that their employment with the group continues and that appropriate training is arranged. It is the policy of the group that training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee Involvement
The group places considerable value on the involvement of its employees and has continued to keep them informed of matters affecting them as employees and on various factors affecting the performance of the group. This is achieved through meetings of Voice, the staff association.
Disclosure of Information in the Strategic Report
The Business Review and Financial Risk Management Objectives and Uncertainties are shown in the Strategic Report.
Directors' Responsibilities Statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make 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 company will continue in business. The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 11 June 2025 and signed on behalf of the board by:
N C Phillips
Director
CDL Group Holdings Limited
Independent Auditor's Report to the Members of CDL Group Holdings Limited
Year Ended 30 September 2024
Opinion
We have audited the financial statements of CDL Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows 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 FRS 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 30 September 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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 directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' 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 strategic report or the directors' 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 directors' 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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims. 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 auditor’s report. Use of Our Report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Caroline Monk BA FCA
(Senior Statutory Auditor)
For and on behalf of
Beever and Struthers
Chartered accountants & statutory auditor
One Express
1 George Leigh Street
Manchester
M4 5DL
11 June 2025
CDL Group Holdings Limited
Consolidated Statement of Comprehensive Income
Year Ended 30 September 2024
2024
2023
Note
£
£
Turnover
4
64,515,240
59,537,994
-------------
-------------
Total turnover
64,515,240
59,537,994
Operating expenses
( 53,066,861)
( 47,801,715)
-------------
-------------
Operating profit
5
11,448,379
11,736,279
Other interest receivable and similar income
9
1,431,154
1,021,471
Interest payable and similar expenses
10
( 397,067)
-------------
-------------
Profit before taxation
12,482,466
12,757,750
Tax on profit
11
( 3,110,393)
( 2,748,766)
-------------
-------------
Profit for the financial year
9,372,073
10,008,984
-------------
-------------
Disposals of revalued assets
( 11,600)
------------
-------------
Total comprehensive income for the year
9,360,473
10,008,984
------------
-------------
All the activities of the group are from continuing operations.
CDL Group Holdings Limited
Consolidated Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
Fixed assets
Intangible assets
13
38,425,881
33,453,532
Tangible assets
14
3,676,333
4,972,123
-------------
-------------
42,102,214
38,425,655
Current assets
Debtors
16
13,050,004
12,174,010
Cash at bank and in hand
33,177,622
30,456,409
-------------
-------------
46,227,626
42,630,419
Creditors: amounts falling due within one year
18
11,875,133
9,371,822
-------------
-------------
Net current assets
34,352,493
33,258,597
-------------
-------------
Total assets less current liabilities
76,454,707
71,684,252
Provisions
Taxation including deferred tax
19
1,610,461
3,300,479
-------------
-------------
Net assets
74,844,246
68,383,773
-------------
-------------
Capital and reserves
Called up share capital
22
302
302
Revaluation reserve
23
182,000
Profit and loss account
23
74,843,944
68,201,471
-------------
-------------
Shareholders funds
74,844,246
68,383,773
-------------
-------------
These financial statements were approved by the board of directors and authorised for issue on 11 June 2025 , and are signed on behalf of the board by:
S Aldred
Director
Company registration number: 4051544
CDL Group Holdings Limited
Company Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
Fixed assets
Tangible assets
14
272,000
Investments
15
150,204
150,204
---------
---------
150,204
422,204
Current assets
Debtors
16
30,703,816
29,702,018
Cash at bank and in hand
32,233,659
29,365,856
-------------
-------------
62,937,475
59,067,874
Creditors: amounts falling due within one year
18
248,739
216,238
-------------
-------------
Net current assets
62,688,736
58,851,636
-------------
-------------
Total assets less current liabilities
62,838,940
59,273,840
-------------
-------------
Capital and reserves
Called up share capital
22
302
302
Revaluation reserve
23
214,051
Profit and loss account
23
62,838,638
59,059,487
-------------
-------------
Shareholders funds
62,838,940
59,273,840
-------------
-------------
The profit for the financial year of the parent company was £ 6,476,700 (2023: £ 9,665,698 ).
These financial statements were approved by the board of directors and authorised for issue on 11 June 2025 , and are signed on behalf of the board by:
S Aldred
Director
Company registration number: 4051544
CDL Group Holdings Limited
Consolidated Statement of Changes in Equity
Year Ended 30 September 2024
Called up share capital
Revaluation reserve
Profit and loss account
Total
£
£
£
£
At 1 October 2022
302
186,400
64,188,089
64,374,791
Profit for the year
10,008,984
10,008,984
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 4,400)
4,400
----
---------
-------------
-------------
Total comprehensive income for the year
( 4,400)
10,013,384
10,008,984
Dividends paid and payable
12
( 6,000,002)
( 6,000,002)
----
---------
-------------
-------------
Total investments by and distributions to owners
( 6,000,002)
( 6,000,002)
At 30 September 2023
302
182,000
68,201,471
68,383,773
Profit for the year
9,372,073
9,372,073
Other comprehensive income for the year:
Disposals of revalued assets
( 182,000)
170,400
( 11,600)
----
---------
-------------
-------------
Total comprehensive income for the year
( 182,000)
9,542,473
9,360,473
Dividends paid and payable
12
( 2,900,000)
( 2,900,000)
----
----
------------
------------
Total investments by and distributions to owners
( 2,900,000)
( 2,900,000)
----
----
-------------
-------------
At 30 September 2024
302
74,843,944
74,844,246
----
----
-------------
-------------
CDL Group Holdings Limited
Company Statement of Changes in Equity
Year Ended 30 September 2024
Called up share capital
Revaluation reserve
Profit and loss account
Total
£
£
£
£
At 1 October 2022
302
218,451
55,389,391
55,608,144
Profit for the year
9,665,698
9,665,698
Other comprehensive income for the year:
Reclassification from revaluation reserve to profit and loss account
( 4,400)
4,400
----
---------
-------------
-------------
Total comprehensive income for the year
( 4,400)
9,670,098
9,665,698
Dividends paid and payable
12
( 6,000,002)
( 6,000,002)
----
---------
-------------
-------------
Total investments by and distributions to owners
( 6,000,002)
( 6,000,002)
At 30 September 2023
302
214,051
59,059,487
59,273,840
Profit for the year
6,476,700
6,476,700
Other comprehensive income for the year:
Disposals of revalued assets
( 214,051)
202,451
( 11,600)
----
---------
-------------
-------------
Total comprehensive income for the year
( 214,051)
6,679,151
6,465,100
Dividends paid and payable
12
( 2,900,000)
( 2,900,000)
----
----
------------
------------
Total investments by and distributions to owners
( 2,900,000)
( 2,900,000)
----
----
-------------
-------------
At 30 September 2024
302
62,838,638
62,838,940
----
----
-------------
-------------
CDL Group Holdings Limited
Consolidated Statement of Cash Flows
Year Ended 30 September 2024
2024
2023
Note
£
£
Cash flows from operating activities
Profit for the financial year
9,372,073
10,008,984
Adjustments for:
Depreciation of tangible assets
1,500,370
1,692,955
Amortisation of intangible assets
5,690,376
3,745,477
Other interest receivable and similar income
( 1,431,154)
( 1,021,471)
Interest payable and similar expenses
397,067
Gains on disposal of tangible assets
( 2,194)
( 21,660)
Tax on profit
3,110,393
2,748,766
Accrued expenses
193,299
465,557
Changes in:
Trade and other debtors
( 875,994)
172,300
Trade and other creditors
609,363
( 651,671)
-------------
-------------
Cash generated from operations
18,563,599
17,139,237
Interest paid
( 397,067)
Interest received
1,431,154
1,021,471
Tax paid
( 3,290,643)
( 1,855,229)
-------------
-------------
Net cash from operating activities
16,307,043
16,305,479
-------------
-------------
Cash flows from investing activities
Purchase of tangible assets
( 573,006)
( 427,481)
Proceeds from sale of tangible assets
359,020
42,083
Purchase of intangible assets
( 10,662,725)
( 11,440,949)
-------------
-------------
Net cash used in investing activities
( 10,876,711)
( 11,826,347)
-------------
-------------
Cash flows from financing activities
Payments of finance lease liabilities
( 231,085)
Dividends paid
( 2,900,000)
( 6,000,002)
-------------
-------------
Net cash used in financing activities
( 2,900,000)
( 6,231,087)
-------------
-------------
Net increase/(decrease) in cash and cash equivalents
2,530,332
( 1,751,955)
Cash and cash equivalents at beginning of year
29,798,827
31,550,782
-------------
-------------
Cash and cash equivalents at end of year
17
32,329,159
29,798,827
-------------
-------------
CDL Group Holdings Limited
Notes to the Financial Statements
Year Ended 30 September 2024
1. General Information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Strata House, Kings Reach Road, Stockport, Cheshire, SK4 2HD.
2. Statement of Compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting Policies
Basis of Preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets measured at fair value through profit or loss. Disclosure Exemptions The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel. Consolidation The financial statements consolidate the financial statements of CDL Group Holdings Limited and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. Judgements and Key Sources of Estimation Uncertainty Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: - The directors have considered the recoverability of the group's internally generated intangible, software development assets which comprise the CDL ecosystem, products & platform based on value-in-use calculations that require the use of estimates. - Determination of whether there are indicators of impairment of the group's tangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. - Determination of whether leases entered into by the group as lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. - Determination of recoverability of trade debtors. A specific provision is made against certain debts where in the opinion of the directors the debt is not fully recoverable. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: - Intangible fixed assets are amortised over their useful economic lives. The actual lives of the assets may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance are taken into account. Amortisation charged in the year was £5,690,376 (2023: £3,745,477). - 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 are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Depreciation charged in the year was £1,500,369 (2023: £1,692,956). - Recoverability of trade debtors. A specific provision is made against certain debts where in the opinion of the directors the debt is not fully recoverable. At the year end a provision of £397,912(2023: £402,236) has been made against trade debtors. - The recognition of revenue into turnover for projects which are incomplete at the end of the reporting period includes an element of estimation with regards to the likely outcome of those projects. Revenue Recognition In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered. Income Tax The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. Foreign Currencies Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are taken to the profit and loss account. Intangible Assets Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Software development costs are recognised as an intangible assets when all of the following criteria are demonstrated : - The technical feasibility of completing the software so that it will be available for use or sale. - The intention to complete the software and use or sell it. - The ability to use the software or to sell it. - How the software will generate probable future economic benefits. - The availability of adequate technical, financial and other resources to complete the development and to use or sell the software. - The ability to measure reliably the expenditure attributable to the software during its development.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10% straight line
Software development costs
-
Straight line 7 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible Assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold property
-
2% straight line
Property alterations
-
Over life of lease or 15% reducing balance
Computer equipment
-
33% or 25% straight line
Fixtures and fittings
-
15% reducing balance
Motor vehicles
-
33% straight line with £4,000 residual balance
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of Fixed Assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial Instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Defined Contribution Plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
2024
2023
£
£
Rendering of services
64,515,240
59,537,994
-------------
-------------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2024
2023
£
£
United Kingdom
64,183,470
59,138,778
Overseas sales
331,770
399,216
-------------
-------------
64,515,240
59,537,994
-------------
-------------
5. Operating Profit
Operating profit or loss is stated after charging/crediting:
2024
2023
£
£
Amortisation of intangible assets
5,690,376
3,745,477
Depreciation of tangible assets
1,500,370
1,692,955
Gains on disposal of tangible assets
( 2,194)
( 21,660)
Impairment of trade debtors
50
64,281
Foreign exchange differences
74,625
66,488
Research and development cost included in operating expenses
10,315,309
9,214,231
Research and development cost capitalised (Note 13)
10,662,725
11,440,949
-------------
-------------
6. Auditor's Remuneration
2024
2023
£
£
Fees payable for the audit of the financial statements
39,500
38,000
--------
--------
Fees payable to the company's auditor and its associates for other services:
Taxation advisory services
15,000
15,000
--------
--------
7. Staff Costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2024
2023
No.
No.
Administrative staff
591
574
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2024
2023
£
£
Wages and salaries
31,752,323
29,744,296
Social security costs
3,336,906
3,207,253
Other pension costs
1,705,494
1,550,535
-------------
-------------
36,794,723
34,502,084
-------------
-------------
8. Directors' Remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2024
2023
£
£
Remuneration
814,019
692,232
Company contributions to defined contribution pension plans
54,999
49,413
---------
---------
869,018
741,645
---------
---------
The number of directors who accrued benefits under company pension plans was as follows:
2024
2023
No.
No.
Defined contribution plans
2
2
----
----
Remuneration of the highest paid director in respect of qualifying services:
2024
2023
£
£
Aggregate remuneration
637,425
524,472
Company contributions to defined contribution pension plans
9,996
6,996
---------
---------
647,421
531,468
---------
---------
9. Other Interest Receivable and Similar Income
2024
2023
£
£
Interest on cash and cash equivalents
1,431,154
988,832
Interest on bank deposits
32,639
------------
------------
1,431,154
1,021,471
------------
------------
10. Interest Payable and Similar Expenses
2024
2023
£
£
Interest payable on tax
397,067
---------
----
11. Tax on Profit
Major components of tax expense
2024
2023
£
£
Current tax:
UK current tax expense
3,054,406
3,481,170
Adjustments in respect of prior periods
1,746,005
( 6,304)
------------
------------
Total current tax
4,800,411
3,474,866
------------
------------
Deferred tax:
Origination and reversal of timing differences
( 1,320,293)
( 726,100)
Adjustment in respect of prior periods
( 369,725)
------------
---------
Total deferred tax
( 1,690,018)
( 726,100)
------------
------------
Tax on profit
3,110,393
2,748,766
------------
------------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 22.01 %).
2024
2023
£
£
Profit on ordinary activities before taxation
12,482,466
12,757,750
-------------
-------------
Profit on ordinary activities by rate of tax
3,120,617
2,807,981
Adjustment to tax charge in respect of prior periods
(121,429)
( 6,304)
Effect of expenses not deductible for tax purposes
705,027
Effect of different UK tax rates on some earnings
25,850
Other timing differences
85,355
( 757,938)
-------------
-------------
Tax on profit
3,110,393
2,748,766
-------------
-------------
12. Dividends
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):
2024
2023
£
£
Dividend paid on ordinary shares
2,900,000
6,000,002
------------
------------
A dividend of £10,000,000 has been approved by the directors following the year end, and as such has not been reflected within the reported results.
13. Intangible Assets
Group
Goodwill
Software development costs
Total
£
£
£
Cost
At 1 Oct 2023
1,493,017
40,608,436
42,101,453
Additions
10,662,725
10,662,725
------------
-------------
-------------
At 30 Sep 2024
1,493,017
51,271,161
52,764,178
------------
-------------
-------------
Amortisation
At 1 Oct 2023
1,493,017
7,154,904
8,647,921
Charge for the year
5,690,376
5,690,376
------------
-------------
-------------
At 30 Sep 2024
1,493,017
12,845,280
14,338,297
------------
-------------
-------------
Carrying amount
At 30 Sep 2024
38,425,881
38,425,881
------------
-------------
-------------
At 30 Sep 2023
33,453,532
33,453,532
------------
-------------
-------------
The company has no intangible assets.
14. Tangible Assets
Group
At 1 Oct 2023
Additions
Disposals
At 30 Sep 2024
£
£
£
£
Cost or Valuation
Freehold property
320,000
( 320,000)
Property alterations
13,747,061
180,427
( 420,421)
13,507,067
Computer equipment
13,952,007
369,341
( 595,383)
13,725,965
Fixtures and fittings
2,160,455
23,238
2,183,693
Motor vehicles
252,126
( 85,114)
167,012
-------------
---------
------------
-------------
30,431,649
573,006
( 1,420,918)
29,583,737
-------------
---------
------------
-------------
At 1 Oct 2023
Charge for the year
Disposals
At 30 Sep 2024
£
£
£
£
Depreciation
Freehold property
48,000
1,500
( 49,500)
Property alterations
10,298,931
1,033,267
( 344,458)
10,987,740
Computer equipment
13,288,908
373,968
( 593,420)
13,069,456
Fixtures and fittings
1,661,611
91,635
1,753,246
Motor vehicles
162,076
( 65,114)
96,962
-------------
------------
------------
-------------
25,459,526
1,500,370
( 1,052,492)
25,907,404
-------------
------------
------------
-------------
At 30 Sep 2024
At 30 Sep 2023
£
£
Carrying amount
Freehold property
272,000
Property alterations
2,519,327
3,448,130
Computer equipment
656,509
663,099
Fixtures and fittings
430,447
498,844
Motor vehicles
70,050
90,050
------------
------------
3,676,333
4,972,123
------------
------------
Company
At 1 Oct 2023
Disposals
At 30 Sep 2024
£
£
£
Cost or Valuation
Freehold property
320,000
( 320,000)
---------
---------
----
320,000
( 320,000)
---------
---------
----
At 1 Oct 2023
Charge for the year
Disposals
At 30 Sep 2024
£
£
£
£
Depreciation
Freehold property
48,000
1,500
( 49,500)
---------
------------
---------
----
48,000
1,500
( 49,500)
---------
------------
---------
----
At 30 Sep 2024
At 30 Sep 2023
£
£
Carrying amount
Freehold property
272,000
------------
------------
272,000
------------
------------
Tangible assets held at valuation
The freehold property was revalued at £320,000 on an existing use basis by Thornburn & Co. Chartered Valuation Surveyors on 2 May 2016.
Capital commitments
Group
Company
2024
2023
2024
2023
£
£
£
£
Contracted for but not provided for in the financial statements
385,222
388,069
---------
---------
----
----
15. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 Oct 2023 and 30 Sep 2024
150,204
---------
Impairment
At 1 Oct 2023 and 30 Sep 2024
---------
Carrying amount
At 1 Oct 2023 and 30 Sep 2024
150,204
---------
At 30 Sep 2023
150,204
---------
All subsidiaries have been included in the consolidation.
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Cheshire Datasystems Limited
Ordinary
100
CDL Internet Services Limited
Ordinary
100
CDL Production Services Limited
Ordinary
100
CDL Vehicle Information Services Limited
Ordinary
100
Lawbase Legal Systems Limited
Ordinary
100
CDL Manchester Limited
Ordinary
100
InsuranceUK Services Limited
Ordinary
100
Insureforless Limited
Ordinary
100
CDL Fintech (Europe) Limited
Ordinary
100
The registered office address for the group's subsidiary companies is : Strata House, Kings Reach Road, Stockport, Cheshire SK4 2HD. Except for CDL Vehicle Information Services Limited for which the registered office address is 1 George Square, Castle Brae, Dunfermline, Fife, Scotland KY11 8QF and CDL Fintech (Europe) Limited for which the registered office address is Suite 7, The Courtyard, Carmanhall Road, Sandyford, Dublin 18, Ireland.
16. Debtors
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade debtors
8,692,923
8,068,661
Amounts owed by group undertakings
30,641,138
29,702,016
Prepayments and accrued income
2,831,451
2,909,925
Other debtors
1,525,630
1,195,424
62,678
2
-------------
-------------
-------------
-------------
13,050,004
12,174,010
30,703,816
29,702,018
-------------
-------------
-------------
-------------
17. Cash and Cash Equivalents
Cash and cash equivalents comprise the following:
2024
2023
£
£
Cash at bank and in hand
33,177,622
30,456,409
Bank overdrafts
( 848,463)
( 657,582)
-------------
-------------
32,329,159
29,798,827
-------------
-------------
18. Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
848,463
657,582
Trade creditors
1,262,752
856,351
Accruals and deferred income
2,132,125
1,938,826
Corporation tax
4,210,005
2,700,237
248,739
216,238
Social security and other taxes
3,015,249
2,789,723
Other creditors
406,539
429,103
-------------
------------
---------
---------
11,875,133
9,371,822
248,739
216,238
-------------
------------
---------
---------
19. Provisions
Group
Deferred tax (note 20)
£
At 1 Oct 2023
3,300,479
Additions
177,416
Adjustments in respect of prior periods
( 1,867,434)
------------
At 30 Sep 2024
1,610,461
------------
The company does not have any provisions.
20. Deferred Tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Included in provisions (note 19)
1,610,461
3,300,479
------------
------------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2024
2023
2024
2023
£
£
£
£
Accelerated capital allowances
1,644,377
3,334,395
Deferred tax - other timing differences
( 33,916)
( 33,916)
------------
------------
----
----
1,610,461
3,300,479
------------
------------
----
----
21. Employee Benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 1,705,494 (2023: £ 1,550,535 ).
22. Called Up Share Capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 1 each
200
200
200
200
Ordinary A shares of £ 1 each
1
1
1
1
Ordinary B shares of £ 1 each
1
1
1
1
Ordinary E shares of £ 1 each
100
100
100
100
----
----
----
----
302
302
302
302
----
----
----
----
The ordinary shares carries voting rights, entitle the holders to receive dividends and participate in a return of capital The A and B ordinary shares carries voting rights, entitle the holders to receive dividends and participate in a return of capital The E ordinary shares carry no voting rights, do not entitle the holders to receive dividends but entitle the holders to participate in a return of capital
23. Reserves
Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Profit and loss account - This reserve records retained earnings and accumulated losses.
24. Analysis of Changes in Net Debt
At 1 Oct 2023
Cash flows
At 30 Sep 2024
£
£
£
Cash at bank and in hand
30,456,409
2,721,213
33,177,622
Bank overdrafts
(657,582)
(190,881)
(848,463)
-------------
------------
-------------
29,798,827
2,530,332
32,329,159
-------------
------------
-------------
25. Operating Leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Not later than 1 year
1,273,312
1,273,312
Later than 1 year and not later than 5 years
5,092,133
5,092,133
Later than 5 years
1,272,600
2,545,200
------------
------------
----
----
7,638,045
8,910,645
------------
------------
----
----
26. Contingencies
CDL Group Holdings Limited has given an unlimited guarantee to Lawbase Legal Systems Limited dated 21 January 2004.
27. Related Party Transactions
Group
Mr T H Hogg and Mrs M F Johnson are partners in TJM Partnership. During the year under review, the company incurred a rental charge of £82,500 (2023: £82,500) from TJM Partnership in the ordinary course of the business. No balances were outstanding at the year end (2023:£nil). Mr T H Hogg and Mrs M F Johnson are partners in TJD Partnership. During the year under review, the company incurred a rental charge of £490,150 (2023: £490,150) from TJD Partnership in the ordinary course of the business. No balances were outstanding at the year end (2023:£nil). Mrs M F Johnson is a partner in Strata Campus LLP. During the year under review, the company incurred a rental charge of £699,950 (2023: £699,950) from Strata Campus LLP in the ordinary course of the business. No balances were outstanding at the year end (2023:£nil).
Company
The company has taken advantage of the exemption in FRS102 Section 33.1A from disclosing transactions or balances with entities which form part of the group.
28. Controlling Party
The ultimate controlling party of the group is considered to be M F Johnson, who has control of the issued share capital .