More annual reports from Logistics Development Group plc:
2023 ReportLogistics Development Group plc
Annual Report and Accounts for the year ended 30 November 2021
Table of contents
Strategic Report
Letter from Chairman
(cid:149)
(cid:149) Business and Financial review
(cid:149) Risk management and principal risks
The Board of Directors
Governance
(cid:149)
(cid:149) Chairman’s governance statement
(cid:149)
(cid:149) Audit Committee report
(cid:149) Remuneration committee report
(cid:149) Directors’ report
(cid:149)
The Board
Statement of Directors' responsibilities in respect
of the financial statements
Independent Auditor’s report
Financial Statements
(cid:149) Company Statement of Comprehensive Income
(cid:149) Company Statement of Financial Position
(cid:149) Company Statement of Changes in Equity
(cid:149) Company Cash Flow Statement
(cid:149) Notes to the Company Financial Statements
(cid:149) Glossary
(cid:149) Advisors
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Strategic Report
Letter from Chairman
Dear Shareholders
I am pleased to present the annual report and the audited financial statements for Logistics Development Group
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The Financial Statements are presented in pounds sterling, rounded to the nearest thousand, unless otherwise stated.
As at 30 November 2021, the Company has no subsidiaries and, as such, no consolidated financial statements have
been presented. The Financial Statements therefore present Company only information for the current and comparative
periods.
The Financial Statements were prepared under the historical cost convention, except for financial assets recognised at
fair value through profit or loss, which have been measured at fair value. The Company is not registered for VAT and
therefore all expenses are recorded inclusive of VAT.
Significant holdings in undertakings other than subsidiary undertakings
As at 30 November 2021 the Company had a significant holding in Marcelos Limited ’rESdUW^aes(, incorporated in the
Isle of Man. Marcelos has 100 £1 ordinary shares in issue, of which the Company held 49 shares. Its registered address
is First Names House, Victoria Road, Douglas, Isle of Man IM2 4DF.
Going concern
The Directors have a reasonable expectation that the Company has sufficient resources to continue in operation for the
foreseeable future, a period of at least 12 months from the date of this report. The Directors have prepared a cash flow
forecast for a period of 3 years which indicates that available funds significantly exceed anticipated expenditure.
Consequently, the Directors of the Company continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
2. Significant accounting policies
(a) Investments in associates - associates are all entities over which the Company has significant influence but not
control or joint control. Investments in associates are initially recognised at fair value and subsequently measured at fair
value through profit or loss.
(b) Fair value measurement q fZW XS[d hS^gW _WSegdW_W‘f aX fZW ;a_bS‘kue [‘hWef_W‘fe gf[^[eWe _Sd]Wf aTeWdhST^W
inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different
^WhW^e TSeWV a‘ Zai aTeWdhST^W fZW [‘bgfe geWV [‘ fZW hS^gSf[a‘ fWUZ‘[cgW gf[^[eWV SdW ’fZW tXS[d hS^gW Z[WdSdUZku(7
- Level 1: Quoted prices in active markets for identical items (unadjusted);
- Level 2: Observable direct or indirect inputs other than Level 1 inputs;
- Level 3: Unobservable inputs (i.e. not derived from market data and may include using multiples of trading results or
information from recent transactions).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant
effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they
occur.
(c) Financial instruments
- Financial assets q other receivables and amounts owed to related undertakings. Such assets are recognised initially at
fair value plus any directly attributable transaction costs. Subsequent to initial recognition, such assets are measured at
amortised cost using the effective interest method, less any impairment losses.
- Cash and cash equivalents q in the Statement of Financial Position, cash includes cash and cash equivalents excluding
bank overdrafts. No expected credit loss provision is held against cash and cash equivalents as the expected credit loss
is negligible.
33
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the year ended 30 November 2021
2. Significant accounting policies
(c) Financial instruments (continued)
- Financial liabilities q other payables and amounts owed to related undertakings. Such liabilities are initially recognised
on the date that the Company becomes party to contractual provisions of the instrument. The Company derecognises a
financial liability when its contractual obligations are discharged, cancelled or expire. Such financial liabilities are
recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these
financial liabilities are measured at amortised cost using the effective interest method.
- Share capital q Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
(d) Exceptional items q items that are material in size or nature and non-recurring are presented as exceptional items
in the Statement of Comprehensive Income. The Directors are of the opinion that the separate recording of exceptional
items provides helpful information abagf fZW ;a_bS‘kue g‘VWd^k[‘Y Tge[‘Wee bWdXad_S‘UW+ =hW‘fe iZ[UZ _Sk Y[hW d[eW
to the classification of items as exceptional include restructuring of business units and the associated legal and employee
costs, costs associated with business acquisitions, impairments and other significant gains or losses.
(e) Alternative performance measures (APMs) - APMs, such as underlying results, are used in the day-to-day
management of the Company, and represent statutory measures adjusted for items which, in the Directodeu h[Wi) Uag^V
influence the understanding of comparability and performance of the Company year on year. These items include non-
recurring exceptional items and other material unusual items.
(f) Tax q tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss
except to the extent that it relates to items recognised directly in equity or in other comprehensive income. Deferred tax
assets are recognised only to the extent that it is probable that future taxable profit will be available against which the
temporary differences can be utilised.
(g) Operating segments q the Company has a single operating segment on a continuing basis, namely investment in a
portfolio of assets.
(h) Fund raise costs q transaction costs incurred in anticipation of an issuance of equity instruments are recorded as a
deduction from the retained earnings reserve in accordance with IAS 32 and the Companies Act 2006.
(i) Own shares reserve q transfer of shares from the trust to employees is treated as a realised loss and recognised as
a deduction from the retained earnings reserve.
New and amended standards adopted by the Company
There are no IFRS standards or IFRIC interpretations that are mandatory for the year ended 30 November 2021 that
have a material impact on the financial statements of the Company.
34
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the year ended 30 November 2021
2. Significant accounting policies (continued)
Critical judgements in applying the Company’s accounting policies
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significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which
are dealt with below) and have been identified as being particularly complex or involve subjective assessments.
(i) Measurement of the investments q during the prior year, the Company elected to measure its investment in Marcelos,
the intermediate holding company of the GWSA Group, at fair value through profit and loss. The election is taken on the
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The strategy of the Company as an Investing Company is to generate value though holding investments for the short to
medium term. Therefore, the Directors believe that the fair value method of accounting for the investments is in line with
the strategy of the Company.
Had the election not been made, the investment in Marcelos would have been subject to equity accounting that involves
recognition of the investment at cost and subsequent measurement at cost plus a share of profits and losses of the
GWSA Group, less dividends received.
(ii) Fair value of the investments q the Directors have recorded the investment in Marcelos at fair value. The fair value
at the period end was calculated on the basis of the net assets of Marcelos, and represents the guaranteed expected
future cashflows relevant to the Company. The fair value at the prior period end was calculated on the basis of the market
capitalisation of the Company, which was considered to be the most suitable valuation methodology as at 30 November
2020. The Directors reviewed other valuation metrics such as peer group trading multiples. Based on these metrics the
valuation was justifiable, albeit at the lower end of the range of possible values. The Directors believed that this valuation
approach represented the price of the Company that would be received in an orderly transaction between market
participants.
Key sources of estimation in applying the Company’s accounting policies
The Directors believe that there are no key assumptions concerning the future, and other key sources of estimation
uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
35
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the year ended 30 November 2021
3. Alternative performance measures reconciliations
Alternative performance measures (APMs), such as underlying results, are used in the day-to-day management of the Company,
S‘V dWbdWeW‘f efSfgfadk _WSegdWe SV\gefWV Xad [fW_e iZ[UZ) [‘ fZW <[dWUfadeu h[Wi) Uag^V influence the understanding of comparability
and performance of the Company year on year. The reconciliation of APMs to the reported results is detailed below:
Profit/(Loss) before tax
Exceptional income
Underlying EBIT
Weighted average number of Ordinary Shares q Basic
Weighted average number of Ordinary Shares q Diluted
Underlying Basic earnings/(loss) per share for total operations
Underlying Diluted earnings/(loss) per share for total operations
4. Employees and Directors
2021
£’000
84,655
90
84,565
2020
nu---
(7,899)
3,415
(11,314)
2021
(in
thousands)
702,206
2020
(in
thousands)
379,347
702,206
379,347
12.0p
12.0p
(3.0p)
(3.0p)
Staff costs and the average number of persons (including Directors) employed by the Company during the year are detailed below:
Staff and Director costs for the Company during the year
Wages and salaries
Social security costs
Average monthly number of employees and Directors
Employees and Directors
9 eg__Sdk aX <[dWUfadeu dW_g‘WdSf[a‘ ’]Wk _S‘SYW_W‘f bWdea‘‘W^( [e VWfS[^WV TW^ai7
Emoluments, bonus and benefits in kind
Total Directors’ remuneration
Remuneration of the highest paid Director is detailed below:
Emoluments, bonus and benefits in kind
5. Exceptional items
2021
£’000
250
19
269
4
2021
£’000
194
194
2021
£’000
93
2020
nu---
292
26
318
4
2020
nu---
245
245
2020
nu---
64
During the year, the Company recognised exceptional income in relation to a VAT refund of £90,000 associated with the disposal
of GWSA.
During the prior year, the Company recognised exceptional income in relation to reimbursed transaction costs of £2,845,000
associated with the disposal of GWSA and 2019-related audit fees of £570,000. The costs were incurred by the Company in 2019
and ultimately borne by GWSA upon completion of the transaction in accordance with deal arrangements.
36
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the year ended 30 November 2021
6. Audit fees
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