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PFD AGENCY HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PFD Agency Holdings Limited (the "Company") is a private company limited by share capital, incorporated under the UK Companies Act 2006 and domiciled in England. The address of the Company's registered office is 55 New Oxford Street, London, England, WC1A 1BS.
2.Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all reporting periods presented, unless otherwise stated.
The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the UK Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements. The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The consolidated financial statements present the results of the Company and its group undertakings as if they were a single entity up to the balance sheet date.
Intercompany transactions and balances between subsidiary undertakings are eliminated in full on consolidation. A subsidiary undertaking is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where a subsidiary undertaking applies alternative accounting policies to that applied by the Company, adjustments on application of the Company's accounting policies are made to the financial statements of the subsidiary undertaking prior to consolidation. The consolidated financial statements incorporate the results of business combinations by applying the share of net assets principle under the acquisition method. The cost of a business combination is the sum of the fair value of consideration payable as monetary assets and/or issued equity, liabilities incurred and/or assumed on acquisition and other costs directly attributable to the business combination. Where control is achieved in stages the cost of a business combination is determined with respect to the staging date. In the consolidated balance sheet, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date upon which control is achieved. Acquired operations are deconsolidated from the date control ceases to be held.
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company, and the currency in which the financial statements are presented (the "presentational currency"), is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.
Foreign currencies are translated into the functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial reporting period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
A material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Notwithstanding this, the directors have prepared the consolidated financial statements on a going concern basis having considered forecasts, current trading and the continued availability of financial support.
In assessing whether the going concern basis remains appropriate for the preparation of the Company's individual and consolidated financial statements, the directors have reviewed the Group’s principal and emerging risks, access to funding and liquidity position and the Group's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date. The Company as a single independent entity is a non-trading wholly-encompassing group undertaking holding company and has no material working capital requirements. For these reasons, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company as a single independent entity to continue as a going concern. In regards to the Group as a whole, the directors considered the actual and expected financial performance and access to financial support to be the key factors in determining their conclusion on the validity of applying the going concern basis towards the preparation of the Group's consolidated financial statements. The Group is dependent on the income it generates through day-to-day operations in order to meet its cash-flow requirements. Where the income generated is insufficient to meet the Group's cash-flow requirements, the Group is reliant on the availability of financial support to enable the Group to continue trading and meet any and all debts as they fall due. Should adequate financial support not be made available to the Group, there is an increased risk that the Group would be unable to meet its debts as they should fall due and as a result part or all of the Group may no longer be a going concern. Although the Group has reported operating losses before exceptional items over the preceding couple of years; the directors, with the continuing support of the Company's ultimate beneficial owners, remain of the opinion that the Group's 'raison d'être' is financially viable and capable of yielding consistent profitability in the long term. With this in mind the directors, following the balance sheet date, have designed and commenced implementation of a modified operational strategy through which, the Group is forecast to at least break even in the following financial reporting period and going forward report net profitability in subsequent reporting periods. The directors have considered the Group's operational cash flow requirements for the short term, based on the observed performance up to the date these financial statements were approved and forecasted performance, and are of the opinion that the Group will have, available at its disposal, adequate financial resources to meet its debts as they should fall due and will be able to continue in operational existence for the foreseeable future. While there will always remain an inherent uncertainty, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Group to continue as a going concern and therefore consider it both appropriate to continue to adopt the going concern basis in preparing the Group's consolidated financial statements and to not recognise any adjustments in the consolidated financial statements that would arise if the going concern basis were to become no longer appropriate for all or part of the Group expect in the case of the subsidiary undertaking, Agora Books Limited, for the reasons outlined as follows.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
In December 2022 the subsidiary undertaking, Agora Books Limited, sold its principal operational assets and related trade. Subsequently in July 2023, the directors of Agora Books Limited agreed to commence plans towards the winding up of said company. Consequently, the financial statements of Agora Books Limited for the year ended 31 December 2024 consolidated as part of these financial statements have been prepared on a basis other than the going concern basis with adjustments recognised to reflect the remaining assets and liabilities at their net realisable values.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Certain employees of the Group have been granted share options in the Company under share option schemes operated during the financial reporting period.
At the grant date, the fair value of options granted is measured and recognised over the vesting period as an employment expense in profit or loss with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. The vesting period is the period over which all of the specified vesting conditions are to be satisfied. The total amount to be expensed is determined by reference to the fair value of the options granted including any market performance conditions, excluding the impact of any service and non-market performance vesting conditions, and the impact of any non vesting conditions, i.e. factors either beyond or within the control of either party. Non-market performance vesting conditions are included within those assumptions about the number of options that are expected to vest. Where the terms and conditions of options are modified before options granted vest, the increase in the fair value of the options, measured immediately before and after the modification, is charged to profit or loss over the remaining vesting period. At the end of each financial reporting period, the Company revises its estimates of the number of options that are expected to vest based on applicable market and non-market vesting conditions. It recognises the impact of revisions to original estimates, if any, in the balance sheet, with a corresponding adjustment to equity.
The Group operates a defined contribution pension plan for its employees. A defined contribution pension plan is one under which the Group pays fixed contributions to a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts falling due but not paid are shown as part of other creditors in the balance sheet. The assets of the pension plan are held separately from the Group in independently administered funds.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date where taxable income is generated by the Group through its business operations. Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date expected to apply when the related deferred tax asset/liability is realised/settled. Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised.
Intangible assets comprise of the following:
Goodwill on acquisition of subsidiary undertakings and client contracts On initial recognition, such assets are measured at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses with any related expenditure previously recognised in profit or loss not recognised as an asset in a subsequent period. Goodwill is amortised on a straight line basis to profit or loss over its useful economic life of four years in respect of client contracts and twenty years in respect of subsidiary undertakings. Holdings in the rights of theatrical and other live performance productions On initial recognition, such assets are measured at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is provided on a straight line basis to profit or loss over the assets' useful economic life equal to the term assigned upon acquisition during which the underlying economic benefits are made available to the Group.
Tangible fixed assets are recognised under the cost model and stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended upon acquisition.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is provided on the following basis:
Fine art, included within fixtures and fittings, is estimated to have a net realisable value at the end of its useful life of 80% of its original cost.
Depreciation of a tangible fixed asset commences once the asset is available for use. Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Current asset investments are initially measured at cost and subsequently carried at fair value, with changes in fair value recognized in profit or loss. Investments held for trading or expected to be realized within twelve months are classified as current assets. Impairment losses are recognized when the carrying amount exceeds the recoverable amount.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised in the balance sheet upon becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Group’s obligations are discharged, cancelled or expired. The measurement of specific financial assets, financial liabilities and equity held by the Group is as outlined in notes 2.17 to 2.20 below.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group holds cash on behalf of its clients. In the financial statements, clients' monies have been shown as part of cash at bank and in hand (note 10) in concomitance with a corresponding creditor balance as part of trade creditors (note 11).
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss during the reporting period in which the Group becomes aware of the obligation and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are allocated against the provision carried in the balance sheet.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Critical judgments in applying the entity’s accounting policies There were no critical judgments made in applying the entity's accounting policies. Critical accounting estimates and assumptions The estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below: Impairment of investments Impairment of debtors
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company and its Group held no financial instruments during the current financial reporting period that require specific disclosure under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of Schedule 1 to the Companies Act 2006.
The total interest income and expenditure in respect of financial assets and liabilities not held at fair value through profit or loss (i.e. re-measured to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date with any financial movement recognised immediately in profit or loss) was as disclosed in the consolidated statement of comprehensive income as reported on page 1.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year, the Company continued to operate an HMRC approved equity settled share based remuneration scheme for certain employees of the Group; the “PFD Agency Holdings Limited EMI Option Scheme”.
Under the Approved Scheme, the directors may grant options over shares in the Company to employees of the Group with awards of options generally reserved for employees at senior and director level. As at the balance sheet date for the current and preceding financial reporting periods, there were five eligible participants; of which 1 participant was, and continued to be as at the date these financial statements were approved, a director of the Company. Options are granted with a fixed exercise price at the date of grant. The contractual life of an option is ten years from the date of the grant being awarded and options granted under the Approved Scheme will become exercisable annually in 33.3% tranches commencing 2 years from the grant date or in their entirety upon occurrence of a sale, compulsory acquisition event or listing provided the option holder remains an eligible employee at the time of exercise. Exercise of an option is subject to continued employment from the date of the option being granted and is settled by equity. During the year no options (2023: Nil) were granted to and no options (2023: nil) exercised by employees. At the balance sheet date, there were 5,645 (2023: 5,645) options granted and exercisable each with a weighted average exercise price of £0.01.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Other reserves
Merger Reserve
Profit and loss account
The pension cost charge represents contributions payable by the Group towards defined contribution pension schemes and amounted to £83,807 for the year ended 31 December 2024 (2023: £74,562).
Employee and employer contributions totalling £Nil (2023: £Nil) were payable at the balance sheet date and included in creditors falling due within one year.
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PFD AGENCY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are of the opinion that there is no ultimate controlling party based on the nature of the shareholdings in the Company.
The audit report was signed on
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