Registration number:
LRG Online Limited
for the Year Ended 30 September 2024
LRG Online Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Statement of Cash Flows |
|
Notes to the Financial Statements |
LRG Online Limited
Company Information
Directors |
Mr Christopher Griffin Mr Matthew Purt Mr Ravi Sharma Mr Sebastian Gray Mr Nick Beighton Mr Ian Mcdonald |
Registered office |
|
Auditors |
|
LRG Online Limited
Strategic Report for the Year Ended 30 September 2024
The directors present their strategic report for the year ended 30 September 2024.
Principal activity
The principal activity of the company is an online marketplace for fashion, sportswear, homeware and cosmetics.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £11,546,992 (2023 - £10,181,828) and an operating loss of £5,328,940 (2023 - £5,272,155). At 30 September 2024, the company had net liabilities of £1,303,084 (2023 net assets of £2,402,013). The directors consider the performance for the year and the financial position at the year end to be as planned and consistent with the expected growth trajectory.
During the year, the company acquired the database, domain name, and other intangible assets of a business based in Germany, as disclosed in note 10 to these financial statements. To re-engage these customers and enable GDPR-compliant marketing, one-off promotional incentives were offered. While expensed in the year, management considers these costs directly linked to the acquisition.
The company's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2024 |
2023 |
Gross merchandise value ("GMV") |
£ |
63,091,300 |
52,532,075 |
Revenue |
£ |
11,546,992 |
10,181,828 |
Principal risks and uncertainties
The key risks to the company, and how these are mitigated are detailed below.
Market Competition
E-commerce is a highly competitive market populated by multi-brand marketplaces and re-sellers. The market is subject to rapid innovation and evolving consumer behaviour, influenced by emerging social platforms and AI-driven technologies. Failure to adapt to these changes may impact the company’s operations and future performance. The directors seek to mitigate this risk through ongoing investment in technology and digital marketing, and by expanding into new territories through mergers and acquisitions.
Macroeconomic pressures
The lingering impact of inflation and economic uncertainty continues to influence consumer behaviour, placing a premium on value and discount propositions. The company is well-positioned in this environment, with a business model designed to capitalise on consumer demand for high-quality products at reduced prices. The management team actively monitors macro trends and maintains flexibility to adjust brand mix, marketing strategies, and inventory flows accordingly, and seek to continue to expand these to ensure products are available that cater to a wide demographic.
Operational Execution and Integration
As the company continues to integrate acquired platforms across Europe, execution risk around integration, localisation, and consistency in offering remains a key area of focus. The company mitigates this by using a centralised technology stack and playbook for acquisitions, allowing for seamless plug-and-play integration and consistency in consumer experience while preserving local brand equity.
Approved and authorised by the
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LRG Online Limited
Directors' Report for the Year Ended 30 September 2024
The directors present their report and the financial statements for the year ended 30 September 2024.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The company's financial instruments comprise cash and liquid resources, and various other items such as trade debtors, trade creditors, etc that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company.
Liquidity risk and credit risk
Liquidity risk
Liquidity risk arises from the company's management of working capital. It is the risk that the company will encounter difficulty in meeting financial obligations as they fall due. The company's principal liquidity risk is to ensure that it has sufficient liquid resources to meet its operational requirements.
Credit risk
Credit risk refers to the potential loss arising from the failure of counterparties to fulfil their financial obligations. It primarily affects the company's bankers. The company adopts a strategy of detailed counterparty evaluation and ongoing monitoring.
Future developments
The directors remain focused on delivering growth through the addition of new brand partners and targeted acquisitions to expand into further international territories. Alongside this, the company will continue investing in its proprietary technology platform to enhance operational scalability, improve site performance, and optimise the overall customer and brand partner experience.
Going concern
The directors have prepared detailed financial forecasts covering a period of more than 12 months from the date of approval of these financial statements. The forecasts take into account the company’s trading outlook, cost base, and funding requirements. In April 2025, the company secured additional debt funding from existing shareholders to support its ongoing growth and investment plans. Taking this into account, along with confirmation of continued support from the ultimate controlling party, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing its financial statements.
Important non adjusting events after the financial period
On dates between 2 October 2024 and 6 June 2025, the company acquired the share capital of two European entities and certain intangible assets of a third. The total consideration for these acquisitions comprised upfront consideration of £1.8 million, contingent consideration capped at €1.4 million, and a deferred variable price which cannot be estimated.
On the 15 November 2024, 2,303 ordinary J shares with a nominal value of £0.001 were issued at par.
In April 2025, the company secured interest free debt funding of £2.4 million which is repayable on demand and attracts a 10% redemption premium on repayment.
LRG Online Limited
Directors' Report for the Year Ended 30 September 2024 (continued)
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
|
LRG Online Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
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.
LRG Online Limited
Independent Auditor's Report to the Members of LRG Online Limited
Opinion
We have audited the financial statements of LRG Online Limited (the 'company') for the year ended 30 September 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
LRG Online Limited
Independent Auditor's Report to the Members of LRG Online Limited (continued)
• |
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• |
the financial statements are not in agreement with the accounting records and returns; or |
• |
certain disclosures of directors' remuneration specified by law are not made; or |
• |
we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
• |
reading minutes of meetings of those charged with governance. |
LRG Online Limited
Independent Auditor's Report to the Members of LRG Online Limited (continued)
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available 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.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
LRG Online Limited
Profit and Loss Account for the Year Ended 30 September 2024
Note |
2024 |
2023 |
|
Gross Merchandise Value ("GMV")* |
63,091,300 |
52,532,075 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating loss |
(5,328,940) |
(5,272,155) |
|
Other interest receivable and similar income |
|
|
|
Loss before tax |
( |
( |
|
Taxation |
|
- |
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
*Gross Merchandise Value ("GMV") is defined by the total value of orders processed on the marketplace which is inclusive of product value, shipping, sales taxes, duty and returns.
LRG Online Limited
(Registration number: 06264879)
Balance Sheet as at 30 September 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
|
- |
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net (liabilities)/assets |
( |
|
|
Capital and reserves |
|||
Called up share capital |
94 |
91 |
|
Share premium reserve |
21,164,333 |
20,147,866 |
|
Profit and loss account |
(22,467,511) |
(17,745,944) |
|
Total equity |
(1,303,084) |
2,402,013 |
Approved and authorised by the
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LRG Online Limited
Statement of Changes in Equity for the Year Ended 30 September 2024
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 October 2023 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
|
At 30 September 2024 |
|
|
( |
( |
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 October 2022 |
|
|
( |
|
Loss for the year |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
|
At 30 September 2023 |
91 |
20,147,866 |
(17,745,944) |
2,402,013 |
LRG Online Limited
Statement of Cash Flows for the Year Ended 30 September 2024
Note |
2024 |
2023 |
|
Cash flows from operating activities |
|||
Loss for the year |
( |
( |
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Finance income |
( |
( |
|
Income tax expense |
( |
- |
|
( |
( |
||
Working capital adjustments |
|||
Decrease/(increase) in trade debtors |
|
( |
|
Increase in trade creditors |
|
|
|
Cash generated from operations |
( |
( |
|
Income taxes received |
|
|
|
Net cash flow from operating activities |
( |
( |
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Investment in subsidiaries |
( |
- |
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
- |
|
|
Acquisition of intangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Proceeds from other borrowing draw downs |
|
|
|
Repayment of other borrowing |
( |
( |
|
Net cash flows from financing activities |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
Cash and cash equivalents at 1 October |
4,876,604 |
1,743,856 |
|
Cash and cash equivalents at 30 September |
2,545,446 |
4,876,604 |
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
England
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Group accounts not prepared
Going concern
The directors have prepared detailed financial forecasts covering a period of more than 12 months from the date of approval of these financial statements. The forecasts take into account the company’s trading outlook, cost base, and funding requirements. In April 2025, the company secured additional debt funding from existing shareholders to support its ongoing growth and investment plans. Taking this into account, along with confirmation of continued support from the ultimate controlling party, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the company continues to adopt the going concern basis in preparing its financial statements.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates, discounts and company funded promotional codes.
The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
2 |
Accounting policies (continued) |
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Computer equipment |
3 years straight line |
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Separately acquired trademarks and licences are shown at historical cost.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
10 years on cost |
Website development costs |
3 years straight line |
Trademarks, patents and licences |
Over the length of the trademark/licence |
Databases |
3 years straight line |
Investments
Investments in equity shares which are not publicly traded and where the fair value cannot be measured reliably are measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
2 |
Accounting policies (continued) |
Trade debtors
Trade debtors are amounts due from customers for goods sold in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives
services from employees as consideration for equity instruments (shares) of the entity. The fair value of the
employee services received is measured by reference to the estimated fair value at the grant date of equity
instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the
option granted is calculated using a recent share transaction price. The directors have appropriately assessed
the fair value and deem the adjustment to be immaterial in respect of the share-based payment transactions.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
2 |
Accounting policies (continued) |
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Revenue |
The analysis of the company's turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Rendering of services |
|
|
The analysis of the company's turnover for the year by market is as follows:
2024 |
2023 |
|
UK |
|
|
Europe |
|
- |
|
|
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Operating loss |
Arrived at after charging
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange losses |
|
|
Other interest receivable and similar income |
2024 |
2023 |
|
Interest income on bank deposits |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Administration and support |
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
448,356 |
434,053 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2024 |
2023 |
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Auditors' remuneration |
2024 |
2023 |
|
Audit of the financial statements |
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
( |
- |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit |
|
|
Remeasurement of deferred tax for changes in tax rates |
- |
( |
Movement in deferred tax not recognised |
|
|
Deferred tax expense from unrecognised temporary difference from a prior period |
|
- |
Tax decrease from effect of adjustment in research and development tax credit |
( |
- |
Fixed assets differences |
|
|
Total tax credit |
( |
- |
At 30 September 2024, the company had losses of £19,386,511 (2023 - £14,704,879) carried forward to be offset against future profits of the group. A deferred tax asset has not be recognised on the basis that it is unlikely it will be utilised in the next 12 months.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Intangible assets |
Goodwill |
Trademarks, patents and licenses |
Website development costs |
Database |
Total |
|
Cost |
|||||
At 1 October 2023 |
|
|
|
- |
|
Additions acquired separately |
- |
|
|
|
|
At 30 September 2024 |
|
|
|
|
|
Amortisation |
|||||
At 1 October 2023 |
|
|
|
- |
|
Amortisation charge |
|
|
|
|
|
At 30 September 2024 |
|
|
|
|
|
Carrying amount |
|||||
At 30 September 2024 |
|
|
|
|
|
At 30 September 2023 |
|
|
|
- |
|
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Tangible assets |
Computer equipment |
|
Cost |
|
At 1 October 2023 |
|
Additions |
|
At 30 September 2024 |
|
Depreciation |
|
At 1 October 2023 |
|
Charge for the year |
|
At 30 September 2024 |
|
Carrying amount |
|
At 30 September 2024 |
|
At 30 September 2023 |
|
Investments |
2024 |
2023 |
|
Investments in subsidiaries |
|
- |
Subsidiaries |
£ |
Cost or valuation |
|
At 1 October 2023 |
- |
Additions |
|
At 30 September 2024 |
|
Carrying amount |
|
At 30 September 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
Suite 7, The Courtyard, Carmanhall Road, Sandyford, Dublin 18, D18 NW62, Ireland. |
|
|
|
On 9 May 2024, Cherry Core Limited was incorporated with 100 ordinary shares with a nominal value of 1 Euro each.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Debtors |
2024 |
2023 |
|
Trade debtors |
|
- |
Amounts owed by group undertakings |
|
|
Amounts owed by related parties |
- |
308 |
Other debtors |
|
|
Prepayments |
|
|
Accrued income |
|
|
|
|
Amounts owed by group undertakings are interest free and repayable on demand.
Cash and cash equivalents |
2024 |
2023 |
|
Cash at bank |
|
|
Creditors |
2024 |
2023 |
||
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
|
|
Amounts due to related parties |
|
|
|
Amounts owed to group undertakings |
86 |
- |
|
Social security and other taxes |
|
|
|
Outstanding defined contribution pension costs |
|
|
|
Other creditors |
|
|
|
Accrued expenses |
|
|
|
|
|
Amounts due to related parties are interest free and repayable on demand.
Loans and borrowings |
Current loans and borrowings
2024 |
2023 |
|
Other borrowings |
|
|
Other borrowings comprises amounts advanced under a revolving credit facility. Amounts are repayable on demand and do not attract interest if they are repaid by the statement date.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
50.00 |
|
50.00 |
|
|
6.20 |
|
6.20 |
|
|
5.78 |
|
5.78 |
|
|
15.92 |
|
15.92 |
|
|
0.91 |
|
0.91 |
|
|
1.27 |
|
1.17 |
|
|
13.48 |
|
11.43 |
|
|
|
91 |
New shares allotted
In March 2024, 95 Ordinary H shares with a nominal value of £0.001 were allotted for consideration of £487.94 per share and 2,049 Ordinary G shares with a nominal value of £0.001 were allotted for consideration of £563.24 per share.
Share rights
The Ordinary A, C, D, E, G and H shares rank pari passu in all respects. The ordinary B shares have no dividend rights and rank behind the other share classes on capital distribution.
Reserves |
Called up share capital
This represents the nominal value of the issued equity share capital of the company.
Share premium
This represents amounts paid in excess of the nominal value of the issued equity capital of the company, net of issue costs.
Profit and loss account
This represents the cumulative profits or losses , net of dividends paid and other adjustments.
LRG Online Limited
Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)
Related party transactions |
During the year the company had the following related party transactions:
Expenses were paid on behalf of the directors totalling £25,499 (2023 - £18,904). At the balance sheet date the amount due to directors was £359 (2023 - £nil).
The company also made purchases of £37,109 (2023 - £92,077) and sales of £nil (2023 - £13,573) from/to entities under common directorship. At the balance sheet date the amounts owed to these entities was £4,600 (2023 - £8,467) and the amounts owed by these entities was £3,636 (2023 - £3,944).
Non adjusting events after the financial period |
|
Analysis of changes in net debt |
At 1 October 2023 |
Financing cash flows |
At 30 September 2024 |
|
Cash and cash equivalents |
|||
Cash |
4,876,604 |
(2,331,158) |
2,545,446 |
Borrowings |
|||
Short term borrowings |
(188,810) |
(1,084,026) |
(1,272,836) |
|
( |
|
|
|
Contingent liabilities |
During the year, the company completed on an asset purchase of goodwill, trademarks, domains and a database from a third party. The asset purchase agreement includes a deferred variable payment of 5% of the revenues generated by the customers in the database for a period of 24 months. The consideration due cannot be reliably estimated and accordingly, no provision has been recorded in the financial statements.
Parent and ultimate parent undertaking |
The company's immediate controlling parent is Lifestyle Retail Group Limited, a company incorporated in England and Wales.
The majority shareholder is Big Secret Investment Limited, a company incorporated in England and Wales. The ultimate controlling party is Sebastian Gray.