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Langdowns DFK Limited
Filleted accounts
29 March 2025
Company registration number: 06014654
Langdowns DFK Limited
Directors and other information

| Directors | D P O'Connell |
|  | S H Neal |
| Company number | 06014654 |
| Registered office | Fleming Court |
|  | Leigh Road |
|  | Eastleigh |
|  | Hampshire |
|  | SO50 9PD |
| Auditor | Cox Hinkins Audit Services Limited |
|  | The Old Dairy |
|  | 12 Stephen Road |
|  | Headington |
|  | Oxford |
|  | OX3 9AY |

Langdowns DFK Limited
Directors responsibilities statement
Period ended 29th March 2025
The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. 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 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 then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent; 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.
Langdowns DFK Limited
Balance sheet
29th March 2025

|  |  | 29/03/25 |  |  |  | 31/03/24 |  |
|  | Note | £ |  | £ |  | £ |  | £
Fixed assets |  |  |  |  |  |  |  |  |
Intangible assets |  | 5 | 1,698,228 |  |  |  | 1,767,874 |  |
Tangible assets |  | 6 | 125,986 |  |  |  | 131,842 |  |
Investments |  | 7 | 221,296 |  |  |  | 1,267 |  |
|  |  | _______ |  |  |  | _______ |  |
|  |  |  |  | 2,045,510 |  |  |  | 1,900,983
Current assets |  |  |  |  |  |  |  |  |
Stocks |  |  | 4,633 |  |  |  | 4,978 |  |
Debtors |  | 8 | 1,419,485 |  |  |  | 1,252,590 |  |
Cash at bank and in hand |  |  | 212,381 |  |  |  | 49,364 |  |
|  |  | _______ |  |  |  | _______ |  |
|  |  | 1,636,499 |  |  |  | 1,306,932 |  |
Creditors: amounts falling due |  |  |  |  |  |  |  |  |
within one year |  | 9 | ( 1,011,335) |  |  |  | ( 840,745) |  |
|  |  | _______ |  |  |  | _______ |  |
Net current assets |  |  |  |  | 625,164 |  |  |  | 466,187
|  |  |  |  | _______ |  |  |  | _______
Total assets less current liabilities |  |  |  |  | 2,670,674 |  |  |  | 2,367,170
Creditors: amounts falling due |  |  |  |  |  |  |  |  |
after more than one year |  | 10 |  |  | - |  |  |  | ( 15,000)
Provisions for liabilities |  | 11 |  |  | ( 28,934) |  |  |  | ( 30,074)
|  |  |  |  | _______ |  |  |  | _______
Net assets |  |  |  |  | 2,641,740 |  |  |  | 2,322,096
|  |  |  |  | _______ |  |  |  | _______
Capital and reserves |  |  |  |  |  |  |  |  |
Called up share capital |  | 13 |  |  | 303,818 |  |  |  | 302,618
Share premium account |  |  |  |  | 239,912 |  |  |  | 216,116
Capital redemption reserve |  |  |  |  | 130,946 |  |  |  | 130,946
Merger reserve |  |  |  |  | 341,555 |  |  |  | 341,555
Profit and loss account |  |  |  |  | 1,625,509 |  |  |  | 1,330,861
|  |  |  |  | _______ |  |  |  | _______
Shareholders funds |  |  |  |  | 2,641,740 |  |  |  | 2,322,096
|  |  |  |  | _______ |  |  |  | _______

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the Profit & loss account has not been delivered.
These financial statements were approved by the board of directors and authorised for issue on 25 June 2026 , and are signed on behalf of the board by:
D P O'Connell
Director
Company registration number: 06014654
Langdowns DFK Limited
Notes to the financial statements
Period ended 29th March 2025
1. General information
The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Eastleigh Office, Fleming Court, Leigh Road, Eastleigh, Hampshire, SO50 9PD. There was no significant change in the company's principal activity during the period which continued to be the provision of business advice and accountancy, tax and related services to its clients.During the period ended 29th March 2025 the company was acquired by Shaw Gibbs Limited and became part of a medium sized group necessitating the need for an audit of these financial statements. This is the first year the financial statements have been audited and the comparative figures are unaudited.
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' except for amortisation of goodwill as explained in the accounting policies disclosed in note 3.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The principal accounting policies are set out below. The financial statements are prepared in sterling which is the functional currency of the entity.
Going concern
Following the acquisition of the company during the period as noted above, the company transferred its trade and assets to Shaw Gibbs Limited in November 2025 and the directors commenced an orderly wind up of the company shortly thereafter. Therefore, these financial statements have not been prepared on a going concern basis.
Consolidation
The company has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of any part of the United Kingdom.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for services rendered, net of discounts and Value Added Tax.Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively.Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Operating leases
Rentals applicable to operating leases where substantially all the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill | - | 10 % | straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
The directors have not fully charged amortisation of goodwill in accordance with FRS 102 section 19. 23. During the year, as disclosed in note 1, the company was acquired by Shaw Gibbs Limited. The acquisition enabled a reliable valuation to be identified from an active market for the goodwill of the company. The valuation is in excess of the carrying value of goodwill and the directors have not charged any further amortisation in order to present a true and fair view in accordance with Companies Act 2006 and FRS 102 section 3.4. Had the directors made a full charge for amortisation of goodwill, its net book value would have decreased by £1,411,355.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its residual value, over the useful economic life of that asset as follows:

| Property improvements | - | 10 % | straight line
| Fixtures and fittings | - | 12.5 % | straight line
| Computer equipment | - | 25 % | straight line

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Stocks
Stocks are measured at the lower of cost and estimated selling price after making due allowance for damaged and obsolete items where appropriate.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Balance sheet and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractualarrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
4. Employee numbers
The average number of persons employed by the company during the period amounted to 7 (2024: 7 ).
5. Intangible assets

|  | Goodwill | Total |  |  |  |
|  | £ | £ |  |  |  |
| Cost |  |  |  |  |  |
| At 1st April 2024 | 2,367,365 | 2,367,365 |  |  |  |
| Additions | 25,000 | 25,000 |  |  |  |
|  | _______ | _______ |  |  |  |
| At 29th March 2025 | 2,392,365 | 2,392,365 |  |  |  |
|  | _______ | _______ |  |  |  |
| Amortisation |  |  |  |  |  |
| At 1st April 2024 | 599,491 | 599,491 |  |  |  |
| Charge for the period | 94,646 | 94,646 |  |  |  |
|  | _______ | _______ |  |  |  |
| At 29th March 2025 | 694,137 | 694,137 |  |  |  |
|  | _______ | _______ |  |  |  |
| Carrying amount |  |  |  |  |  |
| At 29th March 2025 | 1,698,228 | 1,698,228 |  |  |  |
|  | _______ | _______ |  |  |  |
| At 31st March 2024 | 1,767,874 | 1,767,874 |  |  |  |
|  | _______ | _______ |  |  |  |

6. Tangible assets

|  | Property improvements | Fixtures and fittings | Computer equipment | Total |  |  |
|  | £ | £ | £ | £ |  |  |
| Cost |  |  |  |  |  |  |
| At 1st April 2024 | 258,815 | 71,196 | 148,131 | 478,142 |  |  |
| Additions | 20,420 | 1,136 | 8,458 | 30,014 |  |  |
| Disposals | - | ( 338) | ( 7,622) | ( 7,960) |  |  |
|  | _______ | _______ | _______ | _______ |  |  |
| At 29th March 2025 | 279,235 | 71,994 | 148,967 | 500,196 |  |  |
|  | _______ | _______ | _______ | _______ |  |  |
| Depreciation |  |  |  |  |  |  |
| At 1st April 2024 | 210,636 | 40,037 | 95,627 | 346,300 |  |  |
| Charge for the year | 7,784 | 6,045 | 22,001 | 35,830 |  |  |
| Disposals | - | ( 338) | ( 7,582) | ( 7,920) |  |  |
|  | _______ | _______ | _______ | _______ |  |  |
| At 29th March 2025 | 218,420 | 45,744 | 110,046 | 374,210 |  |  |
|  | _______ | _______ | _______ | _______ |  |  |
| Carrying amount |  |  |  |  |  |  |
| At 29th March 2025 | 60,815 | 26,250 | 38,921 | 125,986 |  |  |
|  | _______ | _______ | _______ | _______ |  |  |
| At 31st March 2024 | 48,179 | 31,159 | 52,504 | 131,842 |  |  |
|  | _______ | _______ | _______ | _______ |  |  |

7. Investments

|  | Shares in group undertakings and participating interests | Other investments other than loans | Total |  |  |
|  | £ | £ | £ |  |  |
| Cost |  |  |  |  |  |
| At 1st April 2024 | 7 | 1,260 | 1,267 |  |  |
| Additions | - | 221,289 | 221,289 |  |  |
| Disposals | - | ( 1,260) | ( 1,260) |  |  |
|  | _______ | _______ | _______ |  |  |
| At 29th March 2025 | 7 | 221,289 | 221,296 |  |  |
|  | _______ | _______ | _______ |  |  |
| Impairment |  |  |  |  |  |
| At 1st April 2024 and 29th March 2025 | - | - | - |  |  |
|  | _______ | _______ | _______ |  |  |
| Carrying amount |  |  |  |  |  |
| At 29th March 2025 | 7 | 221,289 | 221,296 |  |  |
|  | _______ | _______ | _______ |  |  |
| At 31st March 2024 | 7 | 1,260 | 1,267 |  |  |
|  | _______ | _______ | _______ |  |  |

8. Debtors

|  |  | 29/03/25 | 31/03/24
|  |  | £ | £
| Trade debtors |  | 1,162,132 | 905,011
| Amounts owed by group undertakings and undertakings in which the company has a participating interest |  | 75,800 | 170
| Other debtors |  | 181,553 | 347,409
|  |  | _______ | _______
|  |  | 1,419,485 | 1,252,590
|  |  | _______ | _______

9. Creditors: amounts falling due within one year

|  |  | 29/03/25 | 31/03/24
|  |  | £ | £
| Bank loans |  | - | 18,141
| Trade creditors |  | 467,871 | 553,802
| Amounts owed to group undertakings and undertakings in which the company has a participating interest |  | 346,346 | -
| Social security and other taxes |  | 140,854 | 148,661
| Other creditors |  | 56,264 | 120,141
|  |  | _______ | _______
|  |  | 1,011,335 | 840,745
|  |  | _______ | _______

10. Creditors: amounts falling due after more than one year

|  |  | 29/03/25 | 31/03/24
|  |  | £ | £
| Bank loans |  | - | 15,000
|  |  | _______ | _______

Included in bank loans is a bank loan with a fixed and floating charge over the assets of the company. The capital outstanding on this loan at the year end amounted to £nil (2024: £7,255). Also included in bank loans is an unsecured bounce back loan which has a government-backed guarantee against the outstanding facility balance. At the year end the capital outstanding on this loan amounted to £nil (2024: £25,886).
11. Provisions

|  | Deferred tax (note 12) | Total |  |  |
|  | £ | £ |  |  |
| At 1st April 2024 | 30,074 | 30,074 |  |  |
| Charges against provisions | ( 1,140) | ( 1,140) |  |  |
|  | _______ | _______ |  |  |
| At 29th March 2025 | 28,934 | 28,934 |  |  |
|  | _______ | _______ |  |  |

12. Deferred tax
The deferred tax included in the Balance sheet is as follows:

|  |  | 29/03/25 | 31/03/24
|  |  | £ | £
| Included in provisions (note 11) |  | 28,934 | 30,074
|  |  | _______ | _______

The deferred tax account consists of the tax effect of timing differences in respect of:

|  |  | 29/03/25 | 31/03/24
|  |  | £ | £
| Accelerated capital allowances |  | 28,934 | 30,074
|  |  | _______ | _______

13. Called up share capital
Issued, called up and fully paid

|  |  | 29/03/25 |  |  |  | 31/03/24 |  |
|  |  | No |  | £ |  | No |  | £
| Ordinary "A" of £1 each shares of £ 1.00 each |  | 151,908 |  | 151,908 |  | 151,309 |  | 151,309
| ordinary "B" of £1 each shares of £ 1.00 each |  | 151,910 |  | 151,910 |  | 151,309 |  | 151,309
|  |  | _______ |  | _______ |  | _______ |  | _______
|  |  | 303,818 |  | 303,818 |  | 302,618 |  | 302,618
|  |  | _______ |  | _______ |  | _______ |  | _______

On 21 October 2024 the company issued 600 Ordinary "A" shares of £1 each for £20.83 per share and 600 Ordinary "B" shares for £20.83 per share.As a result of the share issues, called up share capital increased by £1,200 and share premium account increased by £23,796.
On 25 October 2024, 1 Ordinary "A" share was redesignated to 1 Ordinary "B" share.
14. Other financial commitments
Total future financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £219,913 (2024: £72,622). This amount is in relation to operating lease commitments which are payable over the next 1 to 6 years.The company provided a financial guarantee on a property loan owed to a financial institution by a company controlled by the directors of Langdowns DFK Limited . The financial guarantee was satisfied in full on 21 October 2024. At the year end the debts guaranteed amounted to £nil (2024: £956,272).
15. Summary audit opinion
The auditor's report dated 25 June 2026 was unqualified, however, the auditor drew attention to the following by way of emphasis.
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures in note 3 to the financial statements concerning the company's ability to continue as a going concern. As described in note 3 to the financial statements, the company ceased trading in November 2025 and the directors commenced an orderly wind up of the company shortly thereafter. Accordingly, the financial statements have been prepared on a basis other than going concern.
We draw attention to note 3 and the accounting policy for amortisation of goodwill, which explains that the directors have departed from FRS 102 s19 regarding amortisation of goodwill. The directors consider that compliance with the standard would be misleading because the net assets of the company would be understated by £1.4m and that the departure is necessary to give a true and fair view. Our opinion is not modified in respect of this matter.
The senior statutory auditor was Rodney Mark Morgan for and on behalf of Cox Hinkins Audit Services Limited
16. Controlling party
The immediate parent undertaking of the company is Shaw Gibbs Limited, a limited company incorporated in England and Wales.The ultimate parent undertaking of the company is Apiary Capital LLP, a limited liability partnership incorporated in England and Wales.The results of Langdowns DFK Limited are included in the financial statements of Project Numbers Topco Limited which are available from c/o Apiary Capital LLP, 6 Warwick Street, London, United Kingdom, W1B 5LX.