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Registration number: 06264879 (England & Wales)

LRG Online Limited

Annual Report and Financial Statements

for the Year Ended 30 September 2024

 

LRG Online Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Financial Statements

13 to 23

 

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

22 Charterhouse Square
London
EC1M 6DX

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

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 Board on 26 June 2025 and signed on its behalf by:
 


Mr Christopher Griffin
Director

 

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:

Mr Christopher Griffin

Mr Matthew Purt

Mr Ravi Sharma

Mr Sebastian Gray

Mr Nick Beighton

Mr Ian Mcdonald (appointed 30 July 2024)

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 Board on 26 June 2025 and signed on its behalf by:
 


Mr Christopher Griffin
Director

 

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.





Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

26 June 2025

 

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

3

11,546,992

10,181,828

Cost of sales

 

(1,654,901)

(1,240,677)

Gross profit

 

9,892,091

8,941,151

Administrative expenses

 

(15,221,031)

(14,213,306)

Operating loss

4

(5,328,940)

(5,272,155)

Other interest receivable and similar income

5

12,869

16,154

Loss before tax

 

(5,316,071)

(5,256,001)

Taxation

9

594,504

-

Loss for the financial year

 

(4,721,567)

(5,256,001)

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

10

4,924,933

3,624,667

Tangible assets

11

41,339

45,219

Investments

12

86

-

 

4,966,358

3,669,886

Current assets

 

Debtors

13

2,015,366

1,419,021

Cash at bank and in hand

 

2,545,446

4,876,604

 

4,560,812

6,295,625

Creditors: Amounts falling due within one year

15

(10,830,254)

(7,563,498)

Net current liabilities

 

(6,269,442)

(1,267,873)

Net (liabilities)/assets

 

(1,303,084)

2,402,013

Capital and reserves

 

Called up share capital

18

94

91

Share premium reserve

19

21,164,333

20,147,866

Profit and loss account

19

(22,467,511)

(17,745,944)

Total equity

 

(1,303,084)

2,402,013

Approved and authorised by the Board on 26 June 2025 and signed on its behalf by:
 


Mr Christopher Griffin
Director

 

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

91

20,147,866

(17,745,944)

2,402,013

Loss for the year

-

-

(4,721,567)

(4,721,567)

New share capital subscribed

3

1,016,467

-

1,016,470

At 30 September 2024

94

21,164,333

(22,467,511)

(1,303,084)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 October 2022

79

13,581,026

(12,489,943)

1,091,162

Loss for the year

-

-

(5,256,001)

(5,256,001)

New share capital subscribed

12

6,566,840

-

6,566,852

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

 

(4,721,567)

(5,256,001)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,916,792

1,158,441

Finance income

5

(12,869)

(16,154)

Income tax expense

9

(594,504)

-

 

(3,412,148)

(4,113,714)

Working capital adjustments

 

Decrease/(increase) in trade debtors

 

346,960

(330,394)

Increase in trade creditors

 

1,239,426

2,397,577

Cash generated from operations

 

(1,825,762)

(2,046,531)

Income taxes received

 

594,504

441,037

Net cash flow from operating activities

 

(1,231,258)

(1,605,494)

Cash flows from investing activities

 

Interest received

 

12,869

16,154

Investment in subsidiaries

12

(86)

-

Acquisitions of tangible assets

(27,198)

(26,595)

Proceeds from sale of tangible assets

 

-

1,160

Acquisition of intangible assets

10

(3,185,980)

(2,008,140)

Net cash flows from investing activities

 

(3,200,395)

(2,017,421)

Cash flows from financing activities

 

Proceeds from issue of ordinary shares, net of issue costs

 

1,016,469

6,566,853

Proceeds from other borrowing draw downs

 

2,269,776

2,803,689

Repayment of other borrowing

 

(1,185,750)

(2,614,879)

Net cash flows from financing activities

 

2,100,495

6,755,663

Net (decrease)/increase in cash and cash equivalents

 

(2,331,158)

3,132,748

Cash and cash equivalents at 1 October

 

4,876,604

1,743,856

Cash and cash equivalents at 30 September

22

2,545,446

4,876,604

 

LRG Online Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

1

General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
22 Charterhouse Square
London
EC1M 6DX
England

2

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

The company has taken advantage of the exemption in section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that the inclusion of the subsidiary undertakings is not material for the purpose of giving a true and fair view. The subsidiary undertakings are dormant and their inclusion would not significantly affect the financial position or performance of the group.

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

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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.

3

Revenue

The analysis of the company's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

11,546,992

10,181,828

The analysis of the company's turnover for the year by market is as follows:

2024
£

2023
£

UK

10,770,341

10,181,828

Europe

776,651

-

11,546,992

10,181,828

 

LRG Online Limited

Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)

4

Operating loss

Arrived at after charging

2024
£

2023
£

Depreciation expense

31,078

22,664

Amortisation expense

1,885,714

1,135,760

Foreign exchange losses

42,101

16,317

5

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

12,869

16,154

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

5,340,252

4,110,790

Social security costs

609,784

480,588

Pension costs, defined contribution scheme

134,634

83,690

6,084,670

4,675,068

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2024
 No.

2023
 No.

Administration and support

92

75

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

431,573

419,840

Contributions paid to money purchase schemes

16,783

14,213

448,356

434,053

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under defined benefit pension scheme

2

2

In respect of the highest paid director:

2024
£

2023
£

Remuneration

183,359

180,000

Company contributions to money purchase pension schemes

14,486

14,400

 

LRG Online Limited

Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)

8

Auditors' remuneration

2024
£

2023
£

Audit of the financial statements

15,750

15,000


 

9

Taxation

Tax charged/(credited) in the profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

(594,504)

-

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 25% (2023 - 22%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(5,316,071)

(5,256,001)

Corporation tax at standard rate

(1,329,018)

(1,156,320)

Effect of revenues exempt from taxation

-

(4)

Effect of expense not deductible in determining taxable profit

4,431

3,618

Remeasurement of deferred tax for changes in tax rates

-

(152,089)

Movement in deferred tax not recognised

812,910

1,270,891

Deferred tax expense from unrecognised temporary difference from a prior period

472,951

-

Tax decrease from effect of adjustment in research and development tax credit

(594,504)

-

Fixed assets differences

38,726

33,904

Total tax credit

(594,504)

-

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)

10

Intangible assets

Goodwill
 £

Trademarks, patents and licenses
 £

Website development costs
 £

Database
 £

Total
£

Cost

At 1 October 2023

1,549,042

49,514

4,266,190

-

5,864,746

Additions acquired separately

-

1,612

2,510,306

674,062

3,185,980

At 30 September 2024

1,549,042

51,126

6,776,496

674,062

9,050,726

Amortisation

At 1 October 2023

554,859

8,316

1,676,904

-

2,240,079

Amortisation charge

154,904

5,458

1,631,991

93,361

1,885,714

At 30 September 2024

709,763

13,774

3,308,895

93,361

4,125,793

Carrying amount

At 30 September 2024

839,279

37,352

3,467,601

580,701

4,924,933

At 30 September 2023

994,183

41,198

2,589,286

-

3,624,667

 

LRG Online Limited

Notes to the Financial Statements for the Year Ended 30 September 2024 (continued)

11

Tangible assets

Computer equipment
 £

Cost

At 1 October 2023

86,255

Additions

27,198

At 30 September 2024

113,453

Depreciation

At 1 October 2023

41,036

Charge for the year

31,078

At 30 September 2024

72,114

Carrying amount

At 30 September 2024

41,339

At 30 September 2023

45,219

12

Investments

2024
£

2023
£

Investments in subsidiaries

86

-

Subsidiaries

£

Cost or valuation

At 1 October 2023

-

Additions

86

At 30 September 2024

86

Carrying amount

At 30 September 2024

86

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

Cherry Core Limited

Suite 7, The Courtyard, Carmanhall Road, Sandyford, Dublin 18, D18 NW62, Ireland.

Ordinary

100%

0%

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)

13

Debtors

2024
£

2023
£

Trade debtors

109,576

-

Amounts owed by group undertakings

3,636

3,636

Amounts owed by related parties

-

308

Other debtors

252,414

202,167

Prepayments

601,608

315,393

Accrued income

1,048,132

897,517

2,015,366

1,419,021

Amounts owed by group undertakings are interest free and repayable on demand.

14

Cash and cash equivalents

2024
£

2023
£

Cash at bank

2,545,446

4,876,604

15

Creditors

2024
 £

2023
 £

Due within one year

 

Loans and borrowings

16

1,272,836

188,810

Trade creditors

 

8,233,209

6,458,944

Amounts due to related parties

20

4,600

8,467

Amounts owed to group undertakings

 

86

-

Social security and other taxes

 

460,198

400,623

Outstanding defined contribution pension costs

 

40,067

22,506

Other creditors

 

63,358

9,121

Accrued expenses

 

755,900

475,027

 

10,830,254

7,563,498

Amounts due to related parties are interest free and repayable on demand.

16

Loans and borrowings

Current loans and borrowings

2024
£

2023
£

Other borrowings

1,272,836

188,810

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)

17

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 £134,634 (2023 - £83,690).

Contributions totalling £40,067 (2023 - £22,506) were payable to the scheme at the end of the year and are included in creditors.

18

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A shares of £0.001 each

50,000

50.00

50,000

50.00

Ordinary B shares of £0.001 each

6,204

6.20

6,204

6.20

Ordinary C shares of £0.001 each

5,782

5.78

5,782

5.78

Ordinary D shares of £0.001 each

15,924

15.92

15,924

15.92

Ordinary E shares of £0.001 each

908

0.91

908

0.91

Ordinary H shares of £0.001 each

1,265

1.27

1,170

1.17

Ordinary G shares of £0.001 each

13,479

13.48

11,430

11.43

 

93,562

94

91,418

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.

19

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)

20

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).

21

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.

22

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)

 

4,687,794

(3,415,184)

1,272,610

23

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.

24

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.