Logistics Development Group plc
Annual Report and Accounts for the 13 month period to 31 December
2024
Registered Company Number: 08922456
Table of contents
Strategic Report
Letter from Chairman
1
Investment Manager’s report
2
Business and Financial review
4
Risk management and principal risks
9
Governance
The Board of Directors
11
Chairman’s governance statement
13
The Board
15
Audit Committee report
18
Remuneration committee report
19
Directors’ report
21
Statement of Directors' responsibilities in respect
of the financial statements
23
Independent Auditor’s report
24
Financial Statements
Company Statement of Comprehensive Income
29
Company Statement of Financial Position
30
Company Statement of Changes in Equity
31
Company Cash Flow Statement
32
Notes to the Company Financial Statements
33
Glossary
42
Advisors
43
1
Strategic Report
Letter from Chairman
Dear Shareholders
I present the annual report and UiX]hYX Z]bUbW]U` ghUhYaYbhg Zcf Fc[]gh]Wg >YjY`cdaYbh Afcid d`W 'vF>Aw, h\Y v=cadUbm or,
hc[Yh\Yf k]h\ ]hg giVg]X]Uf]Yg+ h\Y vAfcidw( for the 13 month period to 31 December 2024. For the 13 month period to 31
December 2024, the Company reported an underlying EBIT1 of a profit of £18.4m (2023: loss of £12.0m) and a profit before
tax of £19.8m (2023: loss before tax of £10.7m).
It has been a very busy and broadly productive year for your company and the various corporate actions are all set out in the
Business and Financial Review which follows my letter
I should like to welcome Colin Kingsnorth and Mark Butcher to the Board, and I would like to thank them and my other fellow
director David Facey for the hours spent helping drive through the corporate actions which have taken place over the past 13
months. I should also like to extend my thanks to Peter Nixon for all his hard work over the years, who resigned in the period.
I would also like to take this opportunity to congratulate our investment manager, DBAY Advisors Limited, on being ranked
the 3rd best small cap private equity manager in the UK and 7th in Europe in the prestigious 2024 HEC Paris Dow Jones small
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and their commitment to delivering long-term value to investors. Signi icantly, this marks the third consecutive year in which
DBAY has been ranked among the top 10 small cap managers in Europe and the top 20 globally.
As you can see our portfolio now consists of three holdings, details of which are set out later, the largest of which is Finsbury
Foods, which is performing well. We also now have an agreed formula for distributing cash to shareholders on any future
realisations and are now publishing a quarterly unaudited estimated net asset value per share.
In addition, the post period tender offer was successful and satisfied in full, with the repurchase of 110,526,351 Ordinary
Shares, returning £21.0m to shareholders.
I hope we can now enter a period of corporate calm unlike the events taking place on the global stage.
Adrian Collins
Chairman
1 Underlying EBIT is an alternative performance measure (see Note 3) and is defined as profit/loss before interest and tax and adding back exceptional items.
2
Investment Manager’s report
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has been set up as the subsidiary vehicle for investments for the Company. All reference to investments are held in Fixtaia.
Details of the investments held at 31 December 2024 are listed below.
Finsbury Food Group Limited
(Holding company: Frisbee TopCo Limited)
Status: Private (delisted) | Staff: ~3,500 | Operations: UK & Europe
FY24 Revenue: £452.4m
Fixtaia Investment: £14.2m for 27.5% equity stake
Overview
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rolls, and celebration cakes. Its portfolio balances daily staples with licensed event-driven products for brands such as
Disney, Thorntobg+ UbX GUfg- =ighcaYfg ]bW`iXY aU^cf OE gidYfaUf_Yhg 'NYgWc+ MU]bgVifmxg+ =c-op) and foodservice
providers (Costa Coffee, KFC, Bidfood).
The group operates across the UK and Europe through subsidiaries in France and Poland. With a history dating back to
1925, Finsbury was taken private during the period.
Performance & Outlook
For FY24 (June year-end), Finsbury reported revenue of £452.4 million, delivering solid profitability. In Q2 FY25, revenue
softened by 5% due to product rationalisation, but underlying profitability showed improvement year-on-year. The business
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valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase in its offer to 64.75p per share,
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valuation as at 31 December 2024. The offer had been conducted as a scheme of arrangement, which became effective on
14 May 2025.
4
Business and financial review for the 13 month period to 31 December 2024
Review of the period
On 19 December 2023, the Company sold its entire investment holding in Trifast plc (AIM:TRI LN) for £3.1m, realising a gain
of £0.4m.
On 9 February 2024, the Company subscribed for £10.0m fixed rate unsecured 15.0% series A loan notes and payment in
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Midco is a special purpose company that ultimately owns the operating companies in Nash Squared Group. The Board
announced, on 23 December 2024, that the Nash Squared group had completed the disposal of its NashTech division. The
sale realised a cash distribution to the Group of c.£13.1m and generating a net IRR of c. 36% over the holding period.
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Wc``YWh]jY \Ug acfY h\Ub 0+0// dYcd`Y ]b 17 `cWUh]cbg cjYf 2 Wcbh]bYbhg- Cb Di`m 1/13+ F>A gc`X ]hg fYaU]b]b[ \c`X]b[+ aU_]b[
Ub cjYfU`` fYU`]gYX [U]b cZ r/-5a cb h\YgY X]gdcgU`g-
A second buyback 'vMYWcbX Axg ]ggiYX
Ordinary Shares at that time. Due to WYfhU]b fYgc`ih]cbg ]b h\Y LYei]g]h]cb Hch]WY bch VY]b[ YZZYWh]jY UbX Wcad`]Ubh k]h\ F>Axg
articles of association, only one resolution out of three, which proposed that an additional director be appointed to the board
of LDG, was valid and effective to be put to shareholders. The board of LDG recommended that shareholders vote against
this resolution. The Requisitioned General Meeting was held on 16 October 2024 at which the resolution to appoint the
additional director was not carried by shareholders.
On 29 November 2024, the Company announced that the accounting reference date had changed from 30 November to 31
December. The new accounting reference date is now in line with the private investment funds of the Investment Manager
and allows for more efficient reporting of financial performance. Consequently, this financial report covers the 13 month period
to 31 December 2024.
On 24 December 2024, it was announced that the Board and DBAY ;Xj]gcfg F]a]hYX 'v><;Sw( kYfY fYj]Yk]b[ h\Y =cadUbmxg
distribution policy. Since becoming an investing company in December 2020 and up until December 2024, LDG has distributed
c. £27.0m to shareholders, primarily through share buyback mechanisms. The Board planned for a further distribution and
announced it was contemplating a tender offer to return up to c. £21.0m to shareholders. It was proposed that the tender offer
be effected at a price of 19 pence per share. Any tender offer would be subject to, inter alia, shareholder approval. The Board
proposed a future plan to make additional distributions as investments are realised. These will be based on 50% of net cash
profits realised from each asset sale, though timings will remain contingent on market conditions.
It was also confirmed in December 2024 that LDG intended to publish unaudited NAV estimates on a quarterly basis, with
unaudited NAV estimates expected to be announced around two months after the relevant quarter end.
5
Changes to the Board
Peter Nixon resigned from the Board on 29 November 2024. The Company announced that Colin Kingsnorth was appointed
as a non-executive director and Mark Butcher was appointed as an independent non-executive director on the same day.
Subsequent events
On 10 January 2025, DBAY announced a recommended offer for the entire share capital of Alliance of 62.50p per share
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valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase in its offer to 64.75p per share,
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valuation as at 31 December 2024. The offer had been conducted as a scheme of arrangement, which became effective on
14 May 2025.
On 17 March 2025, F>A UbbcibWYX ]hg eiUfhYf`m dcfhZc`]c XUhU- ;g Uh 20 >YWYaVYf 1/13+ F>Axg ibUiX]hYX Ygh]aUhYX H;P
per share was £0.223. An update on the investments was also provided, along with a distribution update in that LDG intended
to launch a tender offer in the coming weeks.
On 28 March 2025, LDG announced that it had published a circular 'v=]fWi`Ufw( containing details of a proposed tender offer
to return up to £21.0m to shareholders at a tender price of 19 per share 'h\Y vNYbXYf IZZYfw(. If implemented in full the tender
offer would result in the purchase, by the Company, of 110,526,315 Ordinary Shares or approximately 21.08% of the voting
share capital. The Circular also contained a notice of general meeting of the Company in relation to the Tender Offer, which
was held on 22 April 2025. The resolution approving the Tender Offer at the general meeting of the Company was passed by
the shareholders and the Tender Offer closed that day.
On 24 April 2025, the Company announced the results of the Tender Offer. Valid tenders were received for basic entitlements
in respect of 105,721,869 Ordinary Shares, which were satisfied in full. Valid excess tenders were scaled back such that the
Tender Offer was implemented in full. The 110,526,315 Ordinary Shares tendered have been repurchased by the Company
and subsequently cancelled+ difgiUbh hc k\]W\ h\Y =cadUbmxg ]ggiYX g\UfY WUd]hU` Wcadf]gYg 413,824,079 Ordinary Shares.
Financial performance
On 29 November 2024, it was announced the Company would amend its financial year end to 31 December to align with its
investment manager, DBAY. The financial statements are results for the 13 month period to 31 December 2024 and reflect
the Company structure as at 31 December 2024.
The Directors consider the Company is an investment entity per IFRS 10 and measure its investments at fair value through
profit and loss. The CoadUbmxg ]bjYghaYbhg UfY U`` \Y`X h\fci[\ @]lhU]U-
Had the Company not met the definition of an investment entity, it would be required to prepare consolidated financial
statements which involve presenting the results and financial position of the Company and Fixtaia as those of a single
economic entity.
At the reporting date, the fair value ascribed to the investments was £87.2m (2023: £55.4m) which reflects the current NAV
of the underlying investments at the reporting date. The Directors have reviewed this valuation approach and consider it to
be appropriate.
Administrative expenses are on par with the prior year at £1.0m (2023: £1.0m).
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accordance with its investing policy, reporting to the Board on a regular basis.
The Investing Policy, approved by shareholders on 31 January 2022, states that the Company will seek to achieve its
investment objectives by making investments within the following parameters:
Characteristics: investment primarily in undervalued companies, with a focus on companies that generate or have
the potential to generate significant cash flows, where there is a high degree of revenue visibility and a strong and
distinctive market position;
Investment Type: investment in equity and equity related products, in both quoted and unquoted companies, and
in the DBAY Investment Funds;
Sectors: a broad range of sectors, such as business services including, amongst others, logistics, distribution,
technology services, security and manufacturing, or in funds managed by DBAY which invest in the aforementioned
sectors;
Geography: there is no geographical restriction but expected to be primarily within the United Kingdom or the
European Union;
Ownership: will range from a minority position to 100%, non-operating ownership; and
Restrictions9 U aUl]aia cZ 4/$ cZ h\Y =cadUbmxg H;P Uh h\Y h]aY h\Y fY`YjUbh ]bjYghaYbh ]g aUXY+ ig]b[ h\Y
latest available management accounts of the Company, can be invested in DBAY Investment Funds. Investments
made outside of the DBAY Investment Funds will be limited to 10% of NAV per investment (on the same basis),
unless approved by the Board.
8
Investment Management agreement amendments
An investment management agreement was entered into on 14 January 2022. At the general meeting held on 31 January
2022, the investment management agreement and amended investing policy was approved by shareholders. The changes
were:
DBAY will not receive management or performance fees from LDG in respect of funds committed to the DBAY
Investment Funds by the Company. Fees will only be charged by the fund, to ensure there will be no double charging;
DBAY have made a commitment to ensure that any DBAY Investment Funds in which the Company invests will
retain investment policies that are substantially the same as the new investing policy of the Company;
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reasonable corporate expenses in the given year, provided that such amount shall not exceed the lower of: (i)
£800,000; or (ii) the management fees in respect of investments made and/or amounts committed by the Company
which are received by DBAY in the relevant year; and
DBAY will ensure that there is, at all times, a contingency amount of at least £2.0a cb h\Y =cadUbmxg VU`UbWY g\YYh
to cover any exceptional expenses that may arise in the future.
The investment management agreement was further amended by way of an addendum dated 30 March 2023, to state that,
with effect from the beginning of the current financial year, the maximum amount payable would not exceed the lower of (i)
£800,000; and (ii) amounts paid to DBAY in respect of investments in DBAY Investment Funds specifically, and not all
management fees received by DBAY.
Annual general meeting
The Company intends to hold its Annual General Meeting on 25 June 2025 in London. Further details will be set out in the
Notice of Meeting to be sent to shareholders in due course and published on our website www.ldgplc.com.
9
Risk management and principal risks
Risk management framework
The Board is ultimately responsible for setting the =cadUbmxg risk appetite and overseeing the effective management of risk.
The Board has delegated oversight of risk management and internal controls to the Audit Committee.
During the 2024 financial year, day to day risk management was the responsibility of the directors. The risk management
framework setting out the Companyxg risk management processes and procedures is reviewed by the Audit Committee
annually. The mitigating factors and actions in place for each risk was recorded on a risk register and review of that register
was completed by the Board and Audit Committee.
Principal risks
The Company has delegated the management of its assets to DBAY as Investment Manager and the remaining corporate
and compliance risks are managed by the Company Secretary reporting to the Board. The risk management framework has
been updated to reflect the differing nature of the principal risks faced by the Company. These risks are reviewed by the
Directors through the Audit Committee and at regular Board meetings.
RISKS
MITIGANTS
The Company may not achieve its strategic
investment objectives in a competitive market
and challenging economic environment.
The Board believes the investing policy allows for a wider range
of investment opportunities and has appointed an experienced
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the performance of the assets acquired and the
Investing Policy.
The Board has appointed an experienced Investment Manager
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The success of the Investing Policy depends on
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investment objectives and to interpret market
data correctly. The Company cannot estimate
how long it will take to identify suitable acquisition
opportunities or whether it will be able to identify
any suitable acquisition opportunities.
The Board has appointed an experienced Investment Manager
hUg_YX k]h\ aYYh]b[ h\Y =cadUbmxg ]bjYghaYbh cV^YWh]jYg-
No assurance can be given that the strategy to be
used will be successful under all or any market
conditions or that the Company will be able to
generate positive returns for shareholders.
The Board has appointed an experienced Investment Manager
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Section 172 Statement
The Directors consider that, both individually and collectively, they have acted in good faith in a way which would most likely
promote the success of the Company for the benefit of the members as a whole, and in doing so have had a regard (amongst
other matters) to factors in (a) to (f) as set out in s.172 (1) of the Companies Act 2006 for the decisions during the 13 month
period to 31 December 2024. In making this statement the Directors have considered the following matters:
-
Likely consequences of any decision in the long-term: h\Y ][Ygh-
Colin Kingsnorth, Non-executive Director
Member of the Audit Committee and the Remuneration Committee
Appointed in November 2024
Skills and experience: Mr Kingsnorth is founder and director of Ursus Capital Ltd and, previously, was co-founder of Laxey
Partners Ltd.
Mark Butcher, Independent Non-executive Director
Member of the Audit Committee and the Remuneration Committee
Appointed in November 2024
12
Skills and experience: Mark has a wealth of public and private company board experience, having worked as an Investment
Director for GPG (UK) Holdings plc, the UK investment arm of Guinness Peat Group plc. He has previously sat on the Boards
of AssetCo plc and National Milk Records plc also as an Independent Non-Executive Director. Mark is qualified as a Chartered
Accountant in South Africa
Other roles: Mark is presently an Independent Non-Executive Director of ZIGUP plc (previously Redde Northgate plc) and
an Independent Non-Executive Director of Zytronic plc (AIM: ZYT) where he chairs the Audit Committees of both companies.
13
Governance
Chairman’s governance statement
As Chairman, one of my key responsibilities is supporting and promoting the evolution of our governance framework to ensure
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See pages 4 and 5 for further details of the investment policy and strategy and how the Investment Manager will manage
the company assets to deliver on the investment strategy and create significant value for its shareholders - QCA Principle
1.
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15
The Board
Role of the Board – QCA principle 9
N\Y fc`Y cZ h\Y if]b[ h\Y 1/14 financial year, the Board
focused, in particular, on keeping investors promptly informed, to the extent practicable, of all material matters.
The Board continues to be committed to giving shareholders the opportunity to raise questions and to interact with the
Directors. Directors meet with investors on request and shareholders generally have the opportunity to raise matters at the
annual general meeting. The AGM was held on 9 May 2024 and the next AGM will be held on 25 June 2025.
Take into account wider stakeholder and social responsibilities – QCA principle 3
As detailed in the Section 172 Statement, the Company does not have any tangible assets or properties. However, the Board
ensures that, through its investment manager, its investee companies will seek to have a positive impact on the communities
in which they operate and minimise the environmental impact of their operations. This is critical in ensuring the Company
delivers on its strategy which in turn ensures the long-term success of the Company.
The investment manager is a member of the Principles for Responsible Investment 'vJLCw( UbX has established a Responsible
Investment policy which was developed in accordance with PRI guidelines, stakeholder consultation and external ESG
advisors. N\Y dc`]Wm WUb VY ZcibX cb h\Y ]bjYghaYbh aUbU[Yfxg kYVg]hY https://www.dbayadvisors.com/responsibility/ and is
applied to all investments considered by the investment manager. Responsible investment is an approach to investment that
17
explicitly acknowledges the relevance to the investor environment, social and governance factors and the long-term health
and stability of the market. It recognises that the generation of long-term sustainable returns is dependent on stable, well -
functioning and well-governed social, environmental, and economic systems.
Performance evaluation – QCA principle 7
An internal self-assessment Board evaluation process was conducted during 2024. There were no material findings from this
review and the same process will be completed during year ended 2025.
18
Audit Committee report – QCA principle 9
Audit Committee
David Facey was appointed as Chairman of the Audit Committee upon his appointment to the Board in April 2021. The other
three Directors are members of the Committee. A majority of the members are independent. David Facey is the member
identified as having recent and relevant financial experience.
Meetings and attendance
The Audit Committee met three times during the 13 month period to 31 December 2024 During the 2024 financial year,
meetings were usually attended by the external Auditors.
Attendance by Directors at meetings during the 2024 financial year is set out in the table on page 16.
Activities of the Audit Committee during the 2024 financial year included:
reviewing the financial results for the half year 2024 and full year 2023 for approval by the Board;
considering the appropriateness of preparing the financial statements on a going concern basis;
recommending the re-appointment of HaysMUW FFJ Ug h\Y =cadUbmxg UiX]hcfg;
approving the audit plan for the 2024 financial year;
reviewing and considering principal risks faced, risk management and internal controls; and
receiving reports and updates on potential control and legal/regulatory compliance issues
Significant accounting judgements
The Audit Committee considered areas of significant accounting judgement in connection with the preparation of the 2024
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External auditors
The Audit Committee oversees the relationship with the external auditors. Having conducted its annual review, the Committee
concluded that HaysMac LLP be re-appointed as auditors for the 13 month period to 31 December 2024 The re-appointment
of HaysMac LLP is to be proposed by an Ordinary Resolution at the AGM held on 25 June 2025
Risk management, internal controls and internal audit – QCA principle 4
The Board had delegated to the Audit Committee the responsibility for reviewing the effectiveness of the Companyxg systems
of internal control and oversight of its risk management system in 2024. This covered all material controls including financial,
operational and compliance controls. The =cadUbmxg risk management systems are designed to manage rather than
eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance
against material misstatement or loss.
The Company does not have an operating business with members of staff Administrative services are provided to the
Company by IQ EQ Global (UK) Limited under an administration agreement. Asset management services are provided by
DBAY under an Investment Management Agreement. In the light of this structure, the Audit Committee has determined that
it is not currently appropriate for the Company to engage any internal auditors ]b fYgdYWh cZ h\Y =cadUbmxg ]bhYfbU` Wcbhfc`g-
This decision will be regularly reviewed. The Committee recognises as the Company is an AIM Investing Company, it is likely
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of any material third party provider of services to the Company and also to seek information and assurance about the internal
control and risk management system of any investee company.
Conflicts
The Committee undertakes an annual review of conflicts of interest of Directors. The Board has determined, based on the
recommendation of the Audit Committee, that all Directors, with the exception of Colin Kingsnorth are independent. Colin
Kingsnorth was a director of the Investment Manager, DBAY, until 22 December 2020 and the Audit Committee have
recommended that he should not be considered to be independent.
David Facey
Chairman of the Audit Committee
21 May 2025
19
Remuneration Committee report
QCA principle 9
With the Company being an Investing Company, the role of the Remuneration Committee is more limited as the Company
does not have an operating business and at the reporting date has no employees in addition to the Directors. The =caa]hhYYxg
responsibilities are currently to make recommendations to the Board as to the remuneration of Non-executive Directors and
liaise with an investee company on remuneration matters if requested. This remuneration report focuses on the activities of
the Committee and the approach to remuneration related matters in the 2024 financial year to the extent they are relevant.
Approach to remuneration
The main role of the Remuneration =caa]hhYY ]g hc gYh h\Y =cadUbmxg remuneration policy, determine each executive
>]fYWhcfxg UbX gYb]cf aUbU[YaYbhxs total individual remuneration package and set targets for performance-related pay.
During 2024 and prior financial years, the Company had no executive Directors or senior management, and therefore
remuneration packages were not relevant. The only remuneration in the 2024 financial year relate to non-executive Directors.
Directors’ remuneration in the 13 month period to 31 December 2024
The remuneration of the Directors during the 13 month period to 31 December 2024 (current and former) is set out below
together with comparable figures for the previous financial year.
Salary/Fees1
rx///
Benefits2
rx///
Pension Costs
rx///
Long-Term3
CbWYbh]jYg rx///
Total
rx///
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Current
Directors
A Collins
104
96
-
-
-
-
-
-
104
96
D Facey
65
60
-
-
-
-
-
-
65
60
P Nixon*
75
60
-
-
-
-
-
-
75
60
A Butcher
5
-
-
-
-
-
-
-
5
-
C Kingsnorth
5
-
-
-
-
-
-
-
5
-
S Harley*
-
71
-
-
-
-
-
-
-
71
1 This column sets out gross salary and fees received for the period from 1 December 2023 to 31 December 2024 and full financial year ended 30 November
2023.
2 No benefits were paid during the period under review, benefits would include private medical insurance, life assurance, car allowance and tax paid by the
Company on such benefits.
3 None of the Directors have received cash under any incentive arrangement for the period from 1 December 2023 to 31 December 2024 and full financial year
ended 30 November 2023.
* The amounts paid to Peter Nixon and Stephen Harley include an agreed separation sum.
Membership
Throughout the 2024 financial year, up to 31 December 2024, the Remuneration Committee consisted of Adrian Collins as
Chairman and the three other Directors, David Facey (Independent non-executive Director), Colin Kingsnorth (non-executive
Director) and Mark Butcher (Independent non-executive director). Peter Nixon resigned as a director, and also as a member
of the Remuneration Committee, on 29 November 2024. The majority of members throughout 2024 were independent non-
executive Directors.
Meetings and attendance
The Remuneration Committee is expected to meet as required. The Committee did not meet in the 2024 financial year.
Activities
The Remuneration Committee has responsibility for determining, within the agreed terms of fYZYfYbWY+ h\Y =cadUbmxg dc`]Wm
cb h\Y fYaibYfUh]cb dUW_U[Yg cZ h\Y =cadUbmxg YlYWih]jY aUbU[YaYbh+ cZ k\]W\ h\YfY ]g bcbY- Ch k]`` U`gc \UjY fYgdcbg]V]`]hm
for recommending new appointments to the Board.
Long-term incentives
There are no long-term incentives applicable to the Directors of the Company.
Annual bonus
20
No cash or share based bonuses were paid in 2024.
Salaries
With no Executive Directors, there were no salaries or fees to pay to Directors in 2024 other than non-executive fees.
Directors’ interests in shares
As at 20 May 2025, the latest practicable date prior to the approval of this Document, the Directors who held office during the
13 month period to 31 December 2024 held the following interests in shares of the Company:
(i)
Adrian Collins holds 656,995 ordinary shares of 1p each in the capital of the Company (2023:1,000,000)
representing approximately 0.16% cZ h\Y =cadUbmxg ]ggiYX g\UfY WUd]hU` (2023: 0.19%); and
(ii)
Peter Nixon holds 465,688 ordinary shares of 1p each in the capital of the Company (2023: 706,467)
representing approximately 0.11% cZ h\Y =cadUbmxg ]ggiYX g\UfY WUd]hU` (2023: 0.13%).
(iii)
Colin Kingsnorth holds 8,010,500 ordinary shares of 1p each in the capital of the Company (2023:11,838,807)
representing approximately 1.95$ cZ h\Y =cadUbmxg ]ggiYX g\UfY WUd]hU` '1/1292.26%)
No Directors disposed of shares in the 2024 financial period whilst they were Directors. The reduction of shares held by the
Directors was the result of the Tender Offer held in April 2025.
Letters of appointment
The non-executive Directors have letters of appointment for an initial three-year period, continuing thereafter subject to
hYfa]bUh]cb idcb Uh `YUgh h\fYY acbh\gx bch]WY Vm Y]h\Yf dUfhm- N\Y `YhhYfg cZ Uddc]bhaYbh WUb VY ZcibX cb h\Y =cadUbmxg
website www.ldgplc.com.
21
Directors’ report
The Directors submit their report and the audited financial statements of Logistics Development Group plc for the 13 month
period to 31 December 2024.
Change of financial year end
On 29 November 2024, it was announced the Company would amend its financial year end to 31 December to align with its
investment manager, DBAY. The financial statements are results for the 13 month period to 31 December 2024 and reflect
the Company structure as at 31 December 2024.
Results
N\Y =cadUbmxg ibXYf`m]b[ ?]fYWhcfgx ZYYg UfY gYh cih ]b h\Y LYaibYfUh]cb report on pages 13 to 14. T\Y =cadUbm \Ug >]fYWhcfgx UbX IZZ]WYfgx `]UV]`]hm
insurance in place.
Share capital
Details of the authorised and issued share capital of the Company are set out in note 11 to the financial statements.
Environmental policy
Maintaining and improving the quality of the environment in which we live is an important concern for the Board. The Company
does not have any tangible assets, properties or staff as is an investment entity and investments are made in accordance
with the Investing Policy. The investment manager is a member of the PRI and has established an ESG Policy which can be
found at https://www.dbayadvisors.com/responsibility/. .
The Company is exempt from reporting under Streamlined Energy & Carbon Reporting as it consumed less than 40,000
kilowatt hours of energy in the financial reporting year.
Interests in voting rights
As at 20 May 2025, the latest practicable date prior to the approval of this document, the Company had been notified of the
Zc``ck]b[ ]bhYfYghg \Y`X Vm g][b]Z]WUbh g\UfY\c`XYfg Uacibh]b[ hc 2$ cf acfY cZ h\Y jch]b[ f][\hg UhhUW\]b[ hc h\Y =cadUbmxg
issued share capital:
Significant shareholders
Percentage of Voting Rights Held
DBAY Advisors Limited
27.20%
Mr Richard Griffiths
15.28%
Cyrus Capital Partners
8.71%
Hargreaves Lansdown Asset Mgt (Nominee)
8.07%
22
Employee engagement, Disabled employees, Health, safety and wellbeing – Principle 10
During the 2024 financial period there were no employees of the Company other than the Directors. If this changes the Board
will introduce measures as appropriate.
Financial risk management
Information in respect of the financial risk management objectives and policies of the Company, is contained in note 11 of the
financial statements.
Political donations
The Company made no political donations during the period
Research and development activities
There were no research and development activities undertaken during the period
Related party transactions
Any related party transactions required to be disclosed under the AIM rules are disclosed in note 14 to the financial statements.
Directors’ indemnities
N\Y =cadUbmxg Ufh]W`Yg cZ UggcW]Uh]cb U``ck h\Y ]bXYab]Z]WUh]cb cZ >]fYWhcfg cih cZ h\Y UggYhg cZ h\Y =cadUbm hc h\Y YlhYbh
permitted by law.
Annual General Meeting – Principle 10
The annual general meeting will be held on 25 June 2025 in London. Details of business to be conducted at this period g
annual general meeting will be set out in the notice of the annual general meeting, which will be communicated to shareholders
separately. It is the opinion of the Directors that the passing of these resolutions are in the best interest of the shareholders.
Post balance sheet events
Post balance sheet events are disclosed in note 17 to the financial statements.
Engagement with stakeholders – Principle 10
The Company keeps up to date with the views of its shareholders by dialogue and meetings with key investors and responding
promptly to any questions or issues raised by shareholders.
Going concern
The Directors are satisfied that the Company has adequate resources to continue in operation for the foreseeable future and
that it is appropriate to prepare the financial statements on the going concern basis. Please see note 1 to the financial
statements on page 28 for further information.
N\]g >]fYWhcfgx fYdcfh kUg UddfcjYX Vm the Board on 21 May 2025 and signed by its order by;
Sarah Wakeford
Company Secretary
23
Statement of Directors’ responsibilities in respect of the financial
statements
The Directors are responsible for preparing the Annual Report and Accounts 2024 and the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have
prepared the financial statements in accordance with international accounting standards in conformity with the requirements
of the Companies Act 2006.
Under company law, 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 the financial
statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
state whether applicable international accounting standards in conformity with the requirements of the Companies
Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements 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 safeguarding the assets of the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the
WcadUbmxg hfUbgUWh]cbg UbX X]gW`cgY k]h\ fYUgcbUV`Y UWWifUWm Uh Ubm h]aY h\Y Z]bUbW]U` dcg]h]cb cZ h\Y WcadUbm UbX YbUV`Y
them to ensure that the financial statements comply with the Companies Act 2006.
The D]fYWhcfg UfY fYgdcbg]V`Y Zcf h\Y aU]bhYbUbWY UbX ]bhY[f]hm cZ h\Y WcadUbmxg kYVg]hY- FY[]g`Uh]cb ]b h\Y Ob]hYX E]b[Xca
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ confirmations
In the case of each Director in office at the date the D]fYWhcfgx fYdcfh ]g UddfcjYX9
so far as the D]fYWhcf ]g UkUfY+ h\YfY ]g bc fY`YjUbh UiX]h ]bZcfaUh]cb cZ k\]W\ h\Y WcadUbmxg UiX]hcfg UfY ibUkUfY:
and
they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any
fY`YjUbh UiX]h ]bZcfaUh]cb UbX hc YghUV`]g\ h\Uh h\Y WcadUbmxg UiX]hcfg UfY UkUfY cZ h\Uh ]bZcfaUh]cb-
24
Opinion
31
December 2024 which comprise the Company Statement of Comprehensive Income, the Company Statement of Financial
Position, the Company Statement of Changes in Equity, the Company Cash Flow Statement 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 UK ad
In our opinion, the financial statements:
period then ended;
UK adopted international accounting standards; and
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
statements section of our report. We are independent of the Company in accordance with the ethical requirements that
entities,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.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we considered areas where subjective judgement was exercised by the directors, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. Further details on this are set out in the Key Audit Matter below. We also assessed the risk of
management override of controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial statements as a whole, taking into account the accounting
processes and controls, and the sector operated in. We have performed a full scope statutory audit on the Company. We
communicated with the board of directors our planned audit work via our audit planning report and our audit planning
call.
We communicated audit progress with the directors through interim progress calls. We have communicated all significant
areas of our audit work with the board of directors at the completion call, and through the issue of our audit findings report
for review during this call.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Valuation of investments
-end date
are represented by 100 per cent holding in Fixtaia
Limited, whose value stood at £87.23 million on 31
December 2024. The value of Fixtaia is determined by
its net asset value which is driven by the fair values of
the Investments made by Fixtaia.
accounting for the investments held at the reporting
date. Whilst material, we noted that the listed
investments were not subject to any judgement and
therefore the valuation is not considered to be complex.
25
During the year the Company injected a further £12.5
million into Fixtaia, enabling that subsidiary to
expand its portfolio. Fixtaia holds a mix of listed and
unlisted investments.
The listed element
principally a stake in Alliance
Pharma plc, after disposals of The Mission Group plc
and Trifast plc
is valued with reference to the
quoted market prices at the reporting date.
The unlisted investments, comprising significant
positions in Synsion Topco Limited and Frisbee Topco
Limited, are more complex: management determines
fair value of these by applying benchmark EBITDA
multiples drawn from comparable companies to the
investe
net debt and the net assets/liabilities impact of the
intermediary entities in the ownership chain.
exercised in its investees valued in line with level-3
valuations method has a direct and material effect on
changes in the chosen multiples or earnings
assumptions could alter reported net asset value
materially.
contributions to Fixtaia, ensuring alignment with
supporting documents and conducting substantive tests
on the balances contributing to the net asset value of the
investee entity. This involved challenging the assessment
that all balances within the Fixtaia balance sheet
represented their fair values at the financial reporting
date.
Our audit work concentrated on challenging the selection
of comparable companies and transaction multiples for
the unlisted holdings (with support from our valuation
specialists), checking the mathematical accuracy of the
models
Our procedures entailed detailed challenge of the
methodologies
and
calculations
employed
by
management to ascertain the fair value and the resulting
effects on profit and loss stemming from these
investments. We recalculated expected balances at year-
end and scrutinised the management's rationale behind
their valuation decisions to consider the appropriateness
of the accounting treatments applied, and considered
whether alternative valuation approaches were available.
Our focus on the judgements made by management was
on the unlisted investments due to the subjectivity in the
valuation approaches.
We assessed the valuation technique applied to the
unlisted investments in and Frisbee Topco Limited and
Synsion Topco Limited., a significant constituent of
Fixtaia's net assets, by engaging our own internal expert
to consider the reasonableness of this approach. We
obtained supporting documentation for all key inputs in
the valuation and challenged management on the
treatment of fair value at acquisition and at the year end.
We obtained documentation for the intermediate
holding entities for any evidence of material balances
being excluded from the valuation. We obtained
Frisbee
Topco Limited and Synsion Topco Limited. at the
measurement date with reference to the requirements of
IFRS 13 Fair Value. We challenged management on their
assessment of the level of inputs and obtained
management commentary on how their assessment met
the requirements. We obtained and critically assessed
the EBTIDA multiple valuation assessment provided by
engaging our internal expert to assess any impact of the
model on the valuation used by management.
assessment of the application of IFRS 13 in relation to the
unlisted investments. We corroborated this assessment
to our own understanding and compared the judgements
made by management to the specific IFRS requirements
around fair value and the valuation approaches taken.
We also engaged our own internal expert to consider the
Our challenge of the year-end balance involved a
recalculation of the gains within Fixtaia from the external
26
investments as well as the overall gain recognised in the
Company accounts from the investment in Fixtaia.
We verified the percentage ownership of all holdings via
reviews of external documentation to ensure that
management
had
appropriately
applied
the
requirements of IFRS 13 - Fair value measurement. We
10 with regards to accounting for the investment in
Fixtaia. We found that treatment of the investments in
the financial statements to be appropriate and in line
with the applicable financial reporting framework.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements
and in forming an option. For the purpose of determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements, or
related disclosures, that would make it probable that the judgement of a reasonable person, relying on the information
would have been changed or influenced by the misstatement or omission. We also determine a level of performance
materiality, which we used to determine the extent of testing needed, to reduce to an appropriately low level the risk that
the aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.
Materiality for the Company financial statements was set at £1,760,000. This was determined with reference to
approximately 1.5% of the gross assets of the Company. This was selected as an appropriate measure of materiality on the
basis that the Company is an investment company.
On the basis of our risk assessment and review of the control environment, performance materiality was set at 75% of
materiality, being £1,320,000.
The reporting threshold to the board of directors was set as 5% of materiality, being £88,000. If in our opinion differences
below this level warranted reporting on qualitative grounds, these would also be reported.
Conclusions relating to going concern
the preparation of the financial statements is appropriate.
basis of accounting included, but were not limited to:
Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast
applied to the cashflow produced;
assumptions on the position of the Company;
Verifying bank statements prior to the signing of the financial statements for any evidence of significant cash
reduction post year-end which could significantly impact the cashflow forecast;
Verifying further investments made post year-end and prior to signing of the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report,
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.
27
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
statements are prepared is consistent with the financial statements; and
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit,
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not
been received from branches not visited by us; or
the Company financial statements are not in agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
set out on page 23, 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.
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.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
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.
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:
28
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with
laws and regulations related to regulatory requirements for the company and investing regulations and we considered the
extent to which non-compliance might have a material effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the preparation of the financial statements.
(including the risk of override of controls) and determined the principal risks. Audit procedures performed by the
engagement team included:
&
Inspecting correspondence with regulators and tax authorities;
&
Discussions with management including consideration of known or suspected instances of non-compliance with
laws and regulation and fraud;
&
&
Identifying and testing accounting journal entries, in particular those journal entries which exhibited the
characteristics we had identified as possible indicators of irregularities; and
&
Challenging assumptions and judgements made by management in their critical accounting estimates
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,
omission, or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
www.frc.org.uk/auditorsresponsibilities
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.
10 Queen Street Place
London
EC4R 1AG
Ian Cliffe
(Senior Statutory Auditor)
For and on behalf of HaysMac LLP,
Statutory Auditors
Date: 21 May 2025
29
Logistics Development Group plc
Company Statement of Comprehensive Income
for the 13 month period to 31 December 2024
13 month period to
31 December 2024
Year ended
30 November 2023
Note
£’000
rx///
Gain/(loss) on investments measured at fair value through
profit or loss u
10
19,336
(10,856)
Interest income
4
1,384
1,317
Other loss
-
(173)
Net finance income/(cost)
20,720
(9,712)
Administrative expenses
(968)
(974)
Total administrative expenses
(968)
(974)
Profit/(loss) before tax
19,752
(10,686)
Income tax (expense)/credit
7
(932)
566
Profit/(loss) and total comprehensive income/(loss) for
the period
18,820
(10,120)
Earnings per share
Basic
9
3.6p
(1.8p)
Diluted
9
3.6p
(1.8p)
The accompanying notes form part of the financial statements.
30
Logistics Development Group plc
Company Statement of Financial Position
as at 31 December 2024
31 December
2024
30 November
2023
Note
£’000
rx///
Assets
Non-current assets
Investments at fair value through profit or loss
10
87,228
55,392
Deferred tax asset
7
428
566
87,656
55,958
Current assets
Other receivables
11
106
297
Cash and cash equivalents
11
29,613
42,644
29,719
42,941
Total assets
117,375
98,899
Current liabilities
Amounts owed to related undertakings
11
(4)
(35)
Current tax liability
7
(794)
Other payables
11
(278)
(351)
(1,076)
(386)
Total liabilities
(1,076)
(386)
Net assets
116,299
98,513
Equity
Called up share capital
12
5,244
5,331
Retained earnings
13
111,055
93,182
Total shareholders’ funds
116,299
98,513
The accompanying notes form part of the financial statements.
The Company Financial Statements on pages 24 to 35 were approved by the Board of Directors on 21 May 2025 and
were signed on its behalf by:
Adrian Collins
Director
21 May 2025
Company number 08922456
31
Logistics Development Group plc
Company Statement of Changes in Equity
for the 13 month period to 31 December 2024
Share capital
Own shares
Retained
earnings
Total
rx///
rx///
rx///
£’000
Balance at 1 December 2022
5,618
(11)
107,091
112,698
Loss for the year
-
-
(10,120)
(10,120)
Share repurchase
(287)
-
(3,795)
(4,082)
Disposal/cancellation of own shares
-
11
6
17
Balance at 30 November 2023
5,331
-
93,182
98,513
Profit for the period
-
-
18,820
18,820
Share repurchase (note 12)
(87)
-
(947)
(1,034)
Balance at 31 December 2024
5,244
-
111,055
116,299
The accompanying notes form part of the financial statements.
32
Logistics Development Group plc
Company Cash Flow Statement
for the 13 month period to 31 December 2024
13 month period to
31 December 2024
Year ended
30 November 2023
Note
£’000
rx///
Cash flows from operating activities
Profit/(loss) for the period
18,820
(10,120)
Adjustments for:
(Gain)/loss on investments measured at fair value through
profit or loss u net
10
(19,336)
10,856
Interest income
(1,384)
(1,317)
Income tax expense/(credit)
7
932
(566)
Changes in:
Decrease/(increase) in other receivables
11
191
(118)
Increase/(decrease) in other payables
11
(73)
(53)
Net outflow from operating activities
(850)
(1,318)
Cash flows from investing activities
Purchase of investment
10
(12,500)
(31,910)
Amounts owed (to)/from related undertakings
11
(31)
173
Amounts owed to subsidiary
11
-
(617)
Net cash outflow from investing activities
(12,531)
(32,354)
Cash flows from financing activities
Share repurchase
12
(1,034)
(4,082)
Disposal/cancellation of own shares
12
-
17
Interest income
4
1,384
1,317
Net cash outflow from financing activities
350
(2,748)
Net decrease in cash and cash equivalents
(13,031)
(36,420)
Cash and cash equivalents at the start of the financial period
42,644
79,064
Cash and cash equivalents at the end of the financial
period
29,613
42,644
The accompanying notes form part of the financial statements.
33
Logistics Development Group plc
Notes to the Company Financial Statements
for the 13 month period to 31 December 2024
1. Basis of accounting
Fc[]gh]Wg >YjY`cdaYbh Afcid d`W 'h\Y v=cadUbmw( ]g U diV`]W WcadUbm `]a]hYX Vm g\UfYg UbX ]bWcfdcfUhYX UbX Xca]W]`YX
in England, United Kingdom. Its registered address is 4th Floor, 3 More London Riverside, London, SE1 2AQ.
Basis of preparation
The Financial Statements were prepared in accordance with UK - adopted International Accounting Standards in
WcbZcfa]hm k]h\ h\Y fYei]fYaYbhg cZ h\Y =cadUb]Yg ;Wh 1//5 'vC@LMw(-
The Financial Statements are presented in pounds sterling, rounded to the nearest thousand, unless otherwise stated.
The Company amended its financial year end to 31 December to align with the private investment funds of its investment
manager, DBAY. These financial statements are for the 13 month period to 31 December 2024 with comparatives for a
full year to 30 November 2023.
For the 13 month period to 31 December 2024, the Company has one subsidiary. As the Company is defined under
IFRS10 as an Investment Entity, consolidation exemption allows the measuring of controlling interests in another entity
at fair value through profit and loss.
The Financial Statements 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.
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 18 months to May 2026 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) Fair value measurement u h\Y ZU]f jU`iY aYUgifYaYbh cZ h\Y =cadUbmxg ]bjYghaYbhg ih]`]gYg aUf_Yh cVgYfjUV`Y
inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different
levels based on how observable the inputs used in the valuation technique utilised are (the vfair value hierarchyw):
- Level 1: Quoted prices in active markets for identical items (unadjusted);
- Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
- 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.
(b) Financial instruments
- Financial assets u 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 u 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.
34
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
2. Significant accounting policies
(b) Financial instruments (continued)
- Financial liabilities u 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 u 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.
(c) Exceptional items u 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 about h\Y =cadUbmxg ibXYf`m]b[ Vig]bYgg dYfZcfaUbWY- ?jYbhg k\]W\ aUm []jY f]gY
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.
(d) Alternative performance measures (APMs) - APMs, such as underlying results, are used in the day-to-day
aUbU[YaYbh cZ h\Y =cadUbm+ UbX fYdfYgYbh ghUhihcfm aYUgifYg UX^ighYX Zcf ]hYag k\]W\+ ]b h\Y >]fYWhcfgx j]Yk+ Wci`X
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.
(e) Tax u 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.
(f) Operating segments u the Company has a single operating segment on a continuing basis, namely investment in a
portfolio of assets.
(g) Fund raise costs u 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.
New and amended IFRS Accounting Standards that are effective for the current year
In the current period, the Company has applied a number of new standards and amendments to existing IFRSs issued
by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that
begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts
reported in these financial statements.
IFRS 16 (amendments) - Lease Liability in a Sale and Leaseback (Effective 1 January 2024)
IAS 1 (amendments) - Classification of liabilities as Current or Non-Current and Non-current Liabilities with
Covenants (Effective date 1 January 2024)
IAS 7 and IFRS 7 (amendments) - Supplier Finance Arrangement (Effective 1 January 2024)
New and revised IFRS accounting standards in issue but not yet effective
Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory
Zcf h\Y =cadUbmxg UWWcibh]b[ mYUfg VY[]bb]b[ cb cf UZhYf 0 DUbiUfm 1/15 or later years and which the Company has
decided not to adopt early:
IAS 21 (amendments) - Lack of Exchangeability (Effective 1 January 2025)
HcbY cZ h\Y UVcjY `]ghYX W\Ub[Yg UfY Ubh]W]dUhYX hc \UjY U aUhYf]U` ]adUWh cb h\Y =cadUbmxg Z]bUbW]U` ghUhYaYbhg-
35
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
Critical judgements in applying the Company’s accounting policies
Cb Udd`m]b[ h\Y =cadUbmxg UWWcibh]b[ dc`]W]Yg+ h\Y >]fYWhcfg \UjY aUXY h\Y Zc``ck]b[ ^iX[YaYbhg h\Uh \UjY h\Y acgh
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 uduring the year, the Company measured its investment in Fixtaia at fair value
through profit and loss.
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 investment is in line with
the strategy of the Company.
If the Company was not an Investing Company, the investments in Fixtaia would have been accounted for as a subsidiary
undertaking in the consolidated financial statements.
(ii) Fair value of the investments u the Directors have recorded the current year investment in Fixtaia at fair value. All
investments have, to date, for structuring purposes been held by Fixtaia. The fair value at the end of the period has been
calculated on the basis of the net assets of Fixtaia. The net assets of Fixtaia consist of an investment in a listed entity,
together with 2 private companies and cash/cash equivalents. The listed investment is carried at the quoted price as at
31 December 2024.
The Directors believe that this valuation approach represents the price the Company would expect to receive 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. Estimates utilised in preparing its financial
statements are reasonable and prudent, however, actual results could differ from these estimates. The most significant
estimates and judgements that are required to be made are in respect of the valuation of investments for which no reliable
market price is available (see note 10).
36
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
3. Alternative performance measures reconciliations
Alternative performance measures (APMs), such as underlying results, are used in the day-to-day management of the Company,
UbX fYdfYgYbh ghUhihcfm aYUgifYg UX^ighYX Zcf ]hYag k\]W\+ ]b h\Y >]fYWhcfgx j]Yk+ Wci`X ]bZ`iYbWY h\Y ibXYfghUbX]b[ cZ WcadUrability
and performance of the Company year on year. The reconciliation of APMs to the reported results is detailed below:
2024
2023
£’000
rx///
Profit/(loss)
18,820
(10,120)
Interest income
(1,384)
(1,317)
Income tax expense/(credit)
932
(566)
Underlying EBIT
18,368
(12,003)
2024
2023
(in thousands)
(in thousands)
Weighted average number of Ordinary Shares u Basic
526,129
552,189
Weighted average number of Ordinary Shares u Diluted
526,129
552,189
Underlying Basic earnings/(loss) per share for total operations
3.5p
(2.3p)
Underlying Diluted earnings/(loss) per share for total operations
3.5p
(2.3p)
4. Interest Income
Cb DibY 1/13+ h\Y =cadUbm cdYbYX U XYdcg]h UWWcibh k]h\ L]fYWhcfgx fYaibYfUh]cb '_Ym aUbU[YaYbh dYfgcbbY`( ]g XYhU]`YX VY`ck9
2024
2023
£’000
rx///
Emoluments, bonus and benefits in kind
255
287
Total Directors’ remuneration
255
287
Remuneration of the highest paid Director is detailed below:
2024
2023
£’000
rx///
Emoluments, bonus and benefits in kind
104
96
37
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
6. Audit fees
During the period+ h\Y =cadUbm cVhU]bYX h\Y Zc``ck]b[ gYfj]WYg Zfca h\Y =cadUbmxg UiX]hcfg+ h\Y Wcghg cZ which (inclusive of VAT
as the Company is not registered for VAT) are detailed below:
2024
2023
£’000
rx///
@YYg dUmUV`Y Zcf h\Y UiX]h cZ h\Y =cadUbmxg UbbiU` Z]bUbW]U` ghUhYaYbhg
103
82
Audit-related assurance services
-
-
Total fees payable to Company’s auditors
103
82
7. Income tax
During 2024 the Company has held cash on deposit resulting in significant income received. In 2024, a deferred tax asset of £428k
(2023: £566k) is recognised.
The income tax expense for the period included in the statement of comprehensive income can be reconciled to profit before tax
multiplied by the standard rate of tax as follows:
2024
2023
£’000
rx///
Profit/(loss) before tax
19,752
(10,686)
Expected tax charge/(credit) based on an effective corporation tax rate of 25% (2023: 23.01%)
4,938
(2,459)
Effect of expenses not deductible in determining taxable profit
21
2,516
Tax rate changes
-
(45)
Movement of tax losses for which no deferred tax asset has been recognised
-
(578)
Income not taxable
(4,834)
-
Taxable interest income
795
-
Adjustments in respect of prior years
12
-
Income tax expense/(credit)
932
(566)
The main rate of corporation tax is 25% for the financial year beginning 1 April 2024 (previously 25% in the financial year beginning
1 April 2023). This main rate applies to companies with profits in excess of £250k. For profits below £50k, a lower rate of 19% is
generally applicable.
Expenses not deductible consist of legal and professional fees relating to capital items for share buybacks.
Taxable interest income relates to interest income and loan redemption premium received by Fixtaia that has been brought into the
charge to UK tax during the period by the Company.
8. Dividends
At the date of approving these Financial Statements, no final dividend has been approved or recommended by the
Directors (2023: £Nil).
38
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
9. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares outstanding during the same period.
Diluted earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares
that would be issued on conversion of all the potentially dilutive instruments into ordinary shares. The Company has no dilutive
instruments to be included in the calculation.
2024
2023
£’000
rx///
Profit/(loss) attributed to equity shareholders
18,820
(10,120)
2024
2023
(in thousands)
(in thousands)
Weighted average number of Ordinary Shares u Basic
526,129
552,189
Weighted average number of Ordinary Shares u Diluted
526,129
552,189
Basic earnings/(loss) per share for total operations
3.6p
(1.8p)
Diluted earnings/(loss) per share for total operations
3.6p
(1.8p)
10. Investments at fair value through profit or loss
At 1 December
2023
Additions
during the
period
Change in
fair value
Total
investments
Fair value
level
2024
2024
2024
£’000
£’000
£’000
£’000
Fixtaia Limited
55,392
12,500
19,336
87,228
3
At 1 December
2022
Additions
during the
year
Change in
fair value
Total
investments
Fair value
level
2023
2023
2023
£’000
£’000
£’000
£’000
Fixtaia Limited
34,338
31,910
(10,856)
55,392
3
Fixtaia is the subsidiary vehicle where all investment transactions are executed and held.
During the current period, the Company received 125 shares in Fixtaia for cash consideration of £12.5m. The number of shares
held in Fixtaia as at December 2024 was 775.1 (2023: 650.01). At 31 December 2024, the investment in Fixtaia was revalued to
£87.2m as per the net asset value of Fixtaia, resulting in a net revaluation gain of £19.3m through profit or loss.
N\Y =cadUbmxg UWWcibh]b[ dc`]Wm cb ZU]f jU`iY aYUgifYaYbh ]g X]gW`cgYX ]b bchY 1- The investment is categorised at Level 3 as
there is no market activity on the date of measurement as they are a private company. Fixtaia is held at NAV.
Fixtaia holds a portfolio of listed and private assets. The listed assets are categorised as Level 1 and the private assets are
categorised as Level 2/3 depending on the inputs used.
39
Logistics Development Group plc
Notes to the Company Financial Statements (continued)
for the 13 month period to 31 December 2024
11. Financial assets and liabilities
2024
2023
£’000
rx///
Financial assets at fair value through the profit or loss
Investments (see note 10)
87,228
55,392
Financial assets at amortised cost
Amounts owed by related undertakings (see note 14)
-
-
Other receivables
106
297
Total financial assets
87,334
55,689
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 14)
(4)
(35)
Current tax liability
(794)
-
Other payables
(278)
(351)
Total financial liabilities
(1,076)
(386)
Cash and cash equivalents
29,613
42,644
Net funds
29,613
42,644
The fair value of assets and liabilities approximates their book value.
Other receivables represent receivables, prepayments and accrued interest receivable. Other payables include accruals of £269k
(2023: £288k).
N\Y =cadUbmxg cjYfU`` f]g_ aUbU[YaYbh dfc[fUaaY ZcWigYg cb reducing financial risk as far as possible and therefore seeks to
a]b]a]gY dchYbh]U` UXjYfgY YZZYWhg cb h\Y =cadUbmxg Z]bUbW]U` dYfZcfaUbWY- N\Y dc`]W]Yg UbX ghfUhY[]Yg Zcf aUbU[]b[ gdYW]Z]W
financial risks are summarised as follows:
Market risk
Market price risk is the risk that the market price of a financial instrument will fluctuate due to changes in factors specific to the
security or its issuer. This market risk comprises three elements u currency risk, interest rate risk and other price risk.
CZ h\Y aUf_Yh jU`iY cZ h\Y =cadUbmxg ]bjYghaYbhg ]bWfYUgYX.XYWfYUgYX ]b jU`iY Vm 0/$ as at 31 December 2024 the effect on the
investment portfolio would have been an increase/decrease of £8,723k.
Currency risk
The Company holds one investment, via its subsidiary Fixtaia, denominated in a currency other than Sterling (GBP). Consequently,
the Company is exposed to currency risk as the value of the investment denominated in ?ifcxg will fluctuate due to the change in
the exchange rate. The Company does not currently engage in currency hedging activities. N\Y =cadUbmxg WUg\ ]g \Y`X ]b AAxg UjYfU[Y difW\UgY df]WY UbX U 26$ dfYa]ia hc h\Y jU`iUh]cb Ug Uh 20
December 2024. On 10 March 2025, DBAY announced an increase in its offer to 64.75p per share, representing an 18% increase
ib jU`iY dYf g\UfY WcadUfYX hc F>Axg UjYfU[Y difW\UgY df]WY UbX U 31$ dfYa]ia hc h\Y jU`iUh]cb Ug Uh 20 >YWYaVYf 1/13- The
offer is being conducted as a scheme of arrangement, which became effective on 14 May 2025
Ib 06 GUfW\ 1/14+ F>A UbbcibWYX ]hg eiUfhYf`m dcfhZc`]c XUhU- ;g Uh 20 >YWYaVYf 1/13+ F>Axg ibUiX]hYX Ygh]aUhYX H;P dYf
share was £0.223. An update on the investments was also provided, along with a distribution update in that LDG intended to launch
a tender offer in the coming weeks.
Ib 17 GUfW\ 1/14+ F>A UbbcibWYX h\Uh ]h \UX diV`]g\YX U W]fWi`Uf 'v=]fWi`Ufw( WcbhU]b]b[ XYhU]`g cZ U dfcdcgYX hYbXYf cZZYf ho
fYhifb id hc r10-/a hc g\UfY\c`XYfg Uh U hYbXYf df]WY cZ 08 dYf g\UfY 'h\Y vNYbXYf IZZYfw(- CZ ]ad`YaYbhYX ]b Zi`` h\Y hYbXYf offer
would result in the purchase, by the Company, of 110,526,315 Ordinary Shares or approximately 21.08% of the voting share capital.
The Circular also contained a notice of general meeting of the Company in relation to the Tender Offer, which was held on 22 April
2025. The resolution approving the Tender Offer at the general meeting of the Company was passed by the shareholders and the
Tender Offer closed that day.
On 24 April 2025, the Company announced the results of the Tender Offer. Valid tenders were received for basic entitlements in
respect of 105,721,869 Ordinary Shares, which were satisfied in full. Valid excess tenders were scaled back such that the Tender
Offer was implemented in full. The 110,526,315 Ordinary Shares tendered have been repurchased by the Company and
subsequently cancelled+ difgiUbh hc k\]W\ h\Y =cadUbmxg ]ggiYX g\UfY WUd]hU` Wcadf]gYg 413,824,079 Ordinary Shares.
42
GLOSSARY
Term
Definition
Accounts
The financial statements of the Company
Admission
The admission of the issued ordinary shares in the Company admitted to trading on AIM that became
effective on 31 December 2020
AGM
Annual general meeting of the Company
AIM
Alternative Investment Market of the London Stock Exchange
AIM Rules
The AIM Rules for Companies published by the London Stock Exchange from time to time (including,
without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities
of companies whose shares are admitted to trading on AIM
AIM Investing Company
An Investing Company as defined by the AIM rules
APMs
Alternative Performance Measures
Board
The Board of Directors of the Company
Company or LDG
Logistics Development Group plc, a public limited company incorporated in England and Wales with
registered number 08922456
DBAY
DBAY Advisors Limited and/or any fund(s) or entity(ies) managed or controlled by DBAY Advisors
Limited as appropriate in the relevant context
Directors
The Directors of the Company as at the date of this document, as identified on page 11
EPS
Earnings per share
Fixtaia
Fixtaia Limited, a company incorporated in Jersey (company no. 140806). Fixtaia is the subsidiary
investment vehicle. All investments are executed and held in Fixtaia. Registered office is at 2nd Floor,
Gaspé House, 66-72 Esplanade, St. Helier, JE1 1GH, Jersey
FY23
Financial year ended 30 November 2023
FY24
Financial period for the 13 months to 31 December 2024
HY24
Six-month period ended 31 May 2024
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
Investment Management Agreement
An investment management agreement entered into between the Company and DBAY, pursuant to
k\]W\ ><;S \Ug VYYb Uddc]bhYX Ug h\Y =cadUbmxg Investment Manager
Investing Policy
N\Y =cadUbmxg ]bjYgh]b[ dc`]Wm acfY dUfh]Wi`Uf`m set out on pages 6 and 7
Ordinary Shares/Shares
Ordinary shares of £0.01 each in the capital of the Company
QCA
Quoted Companies Alliance
QCA Governance Code
QCA Corporate Governance Code for Small and Mid-Size Quoted Companies published by the QCA
43
Advisors
Registrars for Logistics Development Group plc
MUFG Corporate Markets (UK) Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
Nomad
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Broker
Investec plc
30 Gresham Street
London
EC2V 7QP
Independent Auditors
HaysMac LLP
10 Queen St Place
London
EC4R 1AG
Solicitors
Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
Public Relations
FTI Consulting LLP
200 Aldersgate Street
London
EC1A 4HD