REG - Logistics Dev Grp - Final Results for the year ended 31 December 2025
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RNS Number : 4303E Logistics Development Group PLC 15 May 2026
15 May 2025
Logistics Development Group plc
("LDG" or the "Company")
Final Results for the year ended 31 December 2025
Logistics Development Group plc, the AIM listed investing company, announces
its audited final results for the year ended 31 December 2026.
Year ended 31 December 2025 Results Summary
· For the financial year, the Company reported an underlying
EBIT(1) profit of £14.6m (2024: profit of £18.4m) and a profit before tax of
£15.0m (2024: profit before tax of £19.8m).
· On 10 January 2025, DBAY announced a recommended offer for the
entire share capital of Alliance Pharma plc of 62.50p per share representing a
14% increase in value per share compared to LDG's average purchase price and a
37% premium to the valuation as at 31 December 2024. On 10 March 2025, DBAY
announced an increase in its offer to 64.75p per share, representing an 18%
increase in value per share compared to LDG's average purchase price and a 42%
premium to the valuation as at 31 December 2024. The offer, conducted as a
scheme of arrangement, became effective on 14 May 2025.
· On 17 March 2025, LDG announced its portfolio data, pursuant to
its announced plan to publish quarterly net asset value ("NAV") data. As at 31
December 2024, LDG's unaudited estimated NAV per share was 22.3p. 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 a proposed tender offer to return
up to £21.0m to shareholders at a tender price of 19.00p per share (the
"Tender Offer") through the purchase, by the Company, of up to 110,526,315
Ordinary Shares or approximately 21.08% of the voting share capital. At a
general meeting of the Company, held on 22 April 2025, the Tender Offer
approved by the shareholders and the Tender Offer closed that day. 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 were repurchased by the Company and
subsequently cancelled, pursuant to which the Company's issued share capital
comprises 413,824,079 Ordinary Shares.
· On 18 July 2025, LDG announced an investment of £15m into WS
Holdco, a private holding company of a group of companies ("the WS Holdco
Group") formed by DBAY to create a national logistics platform in the UK. The
WS Holdco Group had, to that date, acquired a 78.3% interest in The
Alternative Parcels Company Ltd ("APC"), the UK's largest independent parcel
delivery network.
· On 6 November 2025, LDG announced the appointment of Singer
Capital Markets as its sole Corporate Broker.
· On 29 November, LDG announced its quarterly portfolio data. As at
30 September 2025, LDG's unaudited estimated NAV per share was 26.7p. The NAV
was unchanged compared to the prior period being 30 June 2025. An update on
the portfolio investments was also provided.
Events subsequent to the financial year end are detailed in the 'Business and
financial review' section further below. As at 31 December 2025 LDG's
unaudited estimated NAV per share was 26.7 pence.
( 1 )Underlying EBIT is an alternative performance measure (see Note 3) and is
defined as profit/loss before interest and tax adding back exceptional items.
A copy of the full year results are also available to be viewed on, or
downloaded from, the Company's corporate website at www.ldgplc.com
(http://www.ldgplc.com) . References to page numbers in this announcement are
to pages in the Annual Report, which will be posted to shareholders in due
course.
For Enquiries:
Strand Hanson Limited (Financial and Nominated Adviser)
+44 (0) 20 7409 34945
James Dance
Richard Johnson
Abigail Wennington
Singer Capital Markets (Corporate
Broker) +44
(0) 20 7496 3000
James Maxwell - Corporate
Sam Greatrex - Sales
Letter from Chairman
Dear Shareholders
I present the annual report and audited financial statements for Logistics
Development Group plc ("LDG") for the year ended 31 December 2025. For the
financial year, the Company reported an underlying EBIT(1) profit of £14.6m
(2024: profit of £18.4m) and a profit before tax of £15.0m (2024: profit
before tax of £19.8m).
With all that is going on in the world, there is little point in going into my
thoughts for the future, so I will restrict this brief report to the events
over the last year which you can see from pages 7 to 8 in the report.
Our Investment Manager, DBAY, have given an update as to the performance of
our holdings and this can be found on pages 4 to 6.
I confirm that we continue to have an agreed formula for distributing cash to
Shareholders on any future realisations and will continue to publish quarterly
unaudited estimated net asset values. As at 31 December 2025 LDG's unaudited
estimated net asset value per share was 26.7 pence.
I should also like to thank my fellow Directors for the time they have
dedicated over the last year and should also like to thank David Facey, who
has notified the Board that he will not be standing for re-election at this
year's AGM, and wish him all the best for the future. The Board does not
currently expect to seek a replacement director.
Adrian Collins
Chairman
Investment Manager's report
Against the backdrop of substantial macro volatility, Logistics Development
Group's ("LDG" or "the Company") portfolio has demonstrated solid growth and
strong profitability in 2025. The Company has invested in stable,
"infrastructure-like" sectors (e.g. bakeries and consumer health) where
AI-innovation is a clear cost reduction tailwind but is highly unlikely to
disrupt their business models. With LDG now being fully invested, the focus
has turned to driving value creation through improving go-to-market
capabilities, right sizing overheads and strengthening management teams across
the portfolio. Inorganic growth is also a key value-creation lever, with WS
Holdco Limited ("WS Holdco") delivering well against an ambitious plan to
scale through complementary bolt-on acquisitions. Overall, LDG's performance
demonstrates the merits of a disciplined investment approach focused on cash
generation, a degree of asset-backing and entering at attractive valuations.
At the reporting date, the fair value ascribed to the investments was £107.8m
(2024: £87.2m) which reflects the current NAV of the underlying investments
at the reporting date. Taking the portfolio as a whole, LDG's capital weighted
entry multiple is 6.0x EV/EBITDA. As at 31 December 2025 LDG's portfolio is
marked at 7.5x EV/EBITDA. We believe this benchmarks favourably against
valuations of relevant comparable companies for the underlying assets, which
typically transact in the 10-15x EV/EBITDA range.
Valuations for LDG portfolio companies are guided by the internal valuation
process of our Investment Manager, which in turn is based on best practices
set out by the International Private Equity and Venture Capital ("IPEV")
Valuation Guidelines. The Investment Manager takes what it believes to be a
conservative judgement by combining valuation and financial data points from a
relevant set of comparable public companies and recent transactions. For up to
twelve months following a take-private transaction the Investment Manager's
policy is to hold the assets at the take-private price, however adequate
consideration must be given to the facts and circumstances at the measurement
date, including but not limited to, changes in the market or changes in the
performance of the asset. Any value uplift is gradually recognised. Given the
less certain macro environment, the Investment Manager has intentionally held
portfolio company valuations broadly in line with their position 12 months
ago. This is despite strong performance in all four businesses, and the
attractive defensiveness of their respective end-markets. As a result, the
Investment Manager believes that LDG's current valuations contain a
significant buffer, leaving material upside to be captured upon eventual
realisation of each investment.
The Company has been implementing its broader investing policy since its
approval in January 2022. Fixtaia Limited ("Fixtaia") has been set up as the
subsidiary vehicle for investments by the Company. All investments are held in
Fixtaia. Details of the investments held at 31 December 2025 are listed below.
Underlying Investment LDG's economic interest % of the asset Additions / divestments in the three-month period to 31 December 2025 Total Investment at Cost Revenue latest financial year Latest Employees
Finsbury Food Group Ltd 25.31% None £14m £445m c. 3,500
(Private) (FY June 2025)
SQLI SA 10.73% None £13m €252m c. 2,100
(Private) (FY December 2025, Unaudited)
Alliance Pharma plc 24.54% None £39m £144m c. 290
(Private) (FY December 2025, Unaudited)
WS Holdco Limited 42.60% None £15m N/A N/A
(private)
Other Minority Interests 2.71% None £2m N/A N/A
Finsbury Food Group Limited ("Finsbury")
Status: Private (delisted) | Staff: ~3,500 | Operations: UK & Europe
FY25 Revenue: £445m (audited)
Take Private Date: Nov-23
Fixtaia Investment: £14m for 25.31% indirect equity stake
Overview
For the year ended 30 June 2025 Finsbury generated revenue of £445m from its
speciality bakery business, producing and selling high-quality bread and cakes
to food retailers and food service clients across the UK and Europe. Its
product portfolio consists largely of either essential bakery products (e.g.
organic & artisan bread, buns and rolls) or event-related purchases (e.g.
brand-licensed celebration cakes for parties, especially for children).
Finsbury's largest retail bakery clients include supermarkets (e.g. Tesco,
Co-op, Waitrose, Sainsbury's) and its largest foodservice clients include
restaurants and coffee shops (e.g. KFC, Costa Coffee, Bidfood, Brakes). The
company has long-standing licensing relationships manufacturing quality bread
and cakes for global brands including Disney, Thorntons and Mars. The company
was incorporated in 1925, is based in Cardiff and has 3,500 employees.
Performance & Outlook
For FY25 (30 June 2025), Finsbury reported revenue of £445m, delivering solid
profitability. In FY25, revenue softened by 2% due to product rationalisation,
but underlying profitability showed improvement year-on-year. The business is
benefiting from price recovery, deflation in key inputs, and operational
efficiency via the "Operating Brilliance" programme.
Management has reaffirmed its FY26 forecast, with revenue expected to increase
both organically as well as inorganically, through the acquisition of Lola's
Cupcakes in August 2025 - a premium cupcake and celebration cake business -
which marked the company's entry into the direct-to-consumer market. Margins
are expected to slightly decrease as the business invests in promotional
activity before expanding again in FY27 as new capex projects come online. The
company continues to pursue strategic M&A opportunities within the bakery
and food manufacturing space.
SQLI S.A. ("SQLI")
Status: Private (delisted) | Employees: ~2,100 | Operations: France, DACH,
Benelux, Morocco
FY25 Revenue: €252m (unaudited)
Take Private Date: Feb-22
Fixtaia Investment: £13m for 10.73% indirect equity stake
Overview
SQLI is a pan-European IT services business, with a leading position in
e-commerce integration and digital experience (building and maintaining web
shops). Addressing a growing market, SQLI differentiates through their
technical capabilities and track record successfully serving blue-chip clients
such as Nestlé, Airbus, LVMH, Miele, L'Oréal, Richemont, Rolex and
Carlsberg. The business is headquartered in Paris, and employs 2,100 people
across 13 countries, including an offshore delivery centre in Morocco.
Performance & Outlook
For FY25, SQLI reported unaudited revenue of €252m, up 2% and achieved
margins of 10%, up 0.5 percentage points versus the prior year. In the context
of a challenging market, SQLI's ability to grow revenues modestly in FY25 was
a rare achievement among French and international peers, many of whom
experienced declines. This reflects the strength of SQLI's end-to-end offering
in e-commerce, and resilience of the company's blue-chip customer base. SQLI
also continued to execute on operational improvements to enhance
profitability. As a result, H2 2025 delivered the strongest half-year
profitability in the company's history.
SQLI is building on this momentum by rolling out the new target operating
model for 2026, which will further leverage AI to drive developer efficiency.
The FY26 budget targets 3% revenue growth and a further 140bps margin
expansion, supported by continued process optimisation and leadership
transition momentum.
Alliance Pharma plc ("Alliance")
Status: Private (delisted) | Employees: ~280 | Operations: Global
FY25 Revenue: £144m (unaudited)
Take Private Date: May-25
Fixtaia Investment: £39m for 24.54% indirect equity stake
Overview
Alliance is a global business with c.280 staff engaged in the marketing and
distribution of consumer healthcare products focused on scar treatment and
healthy aging. Alliance owns market-leading products including Kelo-Cote™
(scar treatment) MacuShield™ (eye supplement) and Nizoral™ (medicated
anti-dandruff shampoo), amongst a broad portfolio of other brands. Alliance's
business model is asset-light, focused on marketing and distribution.
Manufacturing and logistics are fully outsourced, and Alliance does not invest
in capital intensive R&D. The Company markets its products in 100+
countries, with core markets being the US, China, UK, France and Germany.
Performance & Outlook
On 10 January 2025, DBAY announced a recommended offer for the entire share
capital of Alliance of 62.50p per share representing a 14% increase in value
per share compared to LDG's average purchase price and a 37% premium to the
valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase
in its offer to 64.75p per share, representing an 18% increase in value per
share compared to LDG's average purchase price and a 42% premium to the
valuation as at 31 December 2024. The offer, conducted as a scheme of
arrangement, became effective on 14 May 2025.
Alliance finished the year in line with its management forecasts. FY25 revenue
was £144m (unaudited), which includes the impact of a transaction to dispose
of a portfolio of Alliance's small prescription brands to two strategic
buyers. The transaction saw Alliance achieve an attractive multiple of revenue
and EBITDA for the disposed business by running a competitive auction process.
The transaction closed in January 2026, and the Alliance team is now focused
on removing stranded costs. Proceeds were used to pay down Alliance debt,
de-risking LDG's investment.
Significant progress was also made in optimising Alliance's go-to-market model
in China, with the signing of a new domestic distributor for Kelo-Cote. This
distributor specialises in e-commerce and is already performing ahead of plan.
The budget for 2026 was finalised during Q4 2025 and is in line with DBAY's
original investment case.
WS Holdco Limited ("WS Holdco")
Status: Private | Employees: ~1,000 | Operations: UK
FY25 revenue: Operations commenced during 2025
Acquisition Date: Nov-25
Fixtaia Investment: £15m for a 42.6% stake
Overview
As at 31 December 2025, WS Holdco consists of WS & Son (general
transport), WS Digital (road forwarding services), APC (parcel delivery
services), WS People Providers (logistics staffing agency) and WS Bis
Henderson (logistics recruitment services). The vision is to build an
end-to-end, integrated logistics service provider in the UK, covering road
transport, forwarding, warehousing, fulfilment and parcel delivery services.
Performance & Outlook
Since WS Holdco was set-up in July 2025, the business has grown well, mainly
via acquisitions, to reach over £300m of run-rate revenue by March 2026
year-end.
During the year, WS Holdco completed the acquisition of the WS companies (WS
& Son, WS Digital and WS Bis Henderson) as per the business plan. After
year-end, in March 2026, WS Holdco acquired EV Cargo Solutions and
Distributions Limited, the UK managed transportation and contract logistics
division of EV Cargo. Following an additional £10m investment by LDG and
after this transaction, LDG's interest in WS Holdco is 50.7%.
WS & Son continues to target new potential customers and has further
progressed several discussions with customers seeking to contract logistics
services in 2026. Management expects to see structural growth in the
outsourced logistics market, driven the UK net zero targets. Supply chain
emissions are largest share of corporate footprint and are challenging to
manage internally, driving business to specialised logistics providers with
scale and expertise.
WS People Providers was established to provide staffing services to WS Holdco
companies, and has already placed over 130 employees, eliminating the need for
third-party staffing agencies and saving that margin. Once scaled, WS People
Providers is expected to also target third-party customers.
In APC - the parcel delivery business - the cost saving and process
improvement strategy has begun implementation and is expected to be completed
by September 2026.
Finally, the business continues to actively evaluate several potential
acquisitions that add scale and capabilities to WS Holdco, as the business
works to reach its target of over £500m of revenue in the medium-term.
Business and financial review for the 12 Months to 31 December 2025
Review of the period
On 10 January 2025, DBAY announced a recommended offer for the entire share
capital of Alliance of 62.50p per share representing a 14% increase in value
per share compared to LDG's average purchase price and a 37% premium to the
valuation as at 31 December 2024. On 10 March 2025, DBAY announced an increase
in its offer to 64.75p per share, representing an 18% increase in value per
share compared to LDG's average purchase price and a 42% premium to the
valuation as at 31 December 2024. The offer, conducted as a scheme of
arrangement, became effective on 14 May 2025.
On 17 March 2025, LDG announced its portfolio data, pursuant to its announced
plan to publish quarterly NAV data. As at 31 December 2024, LDG's unaudited
estimated NAV per share was 22.3p. 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 a proposed tender offer to return up to
£21.0m to shareholders at a tender price of 19.00p per share (the "Tender
Offer") through the purchase, by the Company, of up to 110,526,315 Ordinary
Shares or approximately 21.08% of the voting share capital. At a general
meeting of the Company, held on 22 April 2025, the Tender Offer approved by
the shareholders and the Tender Offer closed that day. 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 were repurchased by the Company and subsequently cancelled, pursuant
to which the Company's issued share capital comprises 413,824,079 Ordinary
Shares.
On 18 July 2025, LDG announced an investment of £15m into WS Holdco, a
private holding company of a group of companies ("the WS Holdco Group") formed
by DBAY to create a national logistics platform in the UK. The WS Holdco Group
had, to that date, acquired a 78.3% interest in The Alternative Parcels
Company Ltd ("APC"), the UK's largest independent parcel delivery network.
On 6 November 2025, LDG announced the appointment of Singer Capital Markets as
its sole Corporate Broker.
On 29 November, LDG announced its quarterly portfolio data. As at 30 September
2025, LDG's unaudited estimated NAV per share was 26.7 p. The NAV was
unchanged compared to the prior period being 30 June 2025. An update on the
portfolio investments was also provided.
Subsequent events
On 22 January 2026 LDG announced that Finsbury, in which LDG holds an economic
25.3% interest through the Company's wholly owned subsidiary Fixtaia, had
completed a refinancing and subsequent return of capital. This resulted in
£11.4m being received by Fixtaia, de-risking the Company's original capital
investment to £2.8m of exposure (original investment: £14.2m). LDG's equity
stake in Finsbury remains unchanged.
The Board of LDG agreed the reallocation of £10m (the "Investment") from the
Finsbury return of capital to increase its investment in WS Holdco. Under the
leadership of William Stobart, WS Holdco Group is pursuing a buy-and-build
strategy aimed at creating a UK-focused national logistics platform. WS Holdco
Group has also acquired 100% of William Stobart & Son Limited, which
provides general transport and warehousing services; a 70% interest in WS
Digital Freight Ltd, an asset-light road forwarding business; and a 60%
interest in WS Bis Henderson Limited, which specialises in white-collar
recruitment for the logistics industry.
The Investment was on the same terms as LDG's original investment of £15m in
WS Holdco as detailed in the Company's announcement on 18 July 2025. As at 30
September 2025, LDG's interest in WS Holdco was 42.6% and increased to 51.3%
after the further Investment. LDG's interest may change if additional equity
is raised by WS Holdco and there is no certainty that LDG will participate in
subsequent fundraises.
Alliance, in which LDG has invested £39.0m and holds an economic 24.5%
interest, announced in December 2025 that it had disposed of its prescription
products portfolio to two strategic buyers. The transaction closed in early
January 2026 with proceeds contributing to a net debt reduction from £275m at
the end of December 2025 to a forecast c. £175m at 31 March 2026. Following
this transaction, the business is a pure-play consumer healthcare platform
with market leading brands in damaged skin (especially scar and scalp care)
and healthy aging.
On 27 February 2026, LDG announced its quarterly portfolio data. As at 31
December 2025, LDG's unaudited estimated NAV per share was 26.7p. The NAV
remains unchanged compared to the prior period being 30 September 2025. The
valuations of the portfolio companies mirror the valuations at which the
assets are held in the DBAY private funds. Funds managed by DBAY are the lead
investor in all LDG portfolio companies, and DBAY's management believes all
portfolio companies are held at a conservative valuation. An update on the
portfolio investments was also provided.
On 17 March 2026 LDG was notified by WS Holdco, its portfolio company, that it
had acquired EV Cargo Solutions and Distribution Limited. Following this
transaction, LDG's interest in WS Holdco is 50.7%.
Financial performance
The Directors consider the Company is an investment entity per IFRS 10 and
measure its investments at fair value through profit and loss. The Company's
investments are all held through Fixtaia.
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 £107.8m
(2024: £87.2m) 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 were broadly in line with the prior year at £1.3m
(2024: £1.0m).
The Company's underlying EBIT( i
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) in the year was a profit of £14.6m (2024: profit of £18.4m) and statutory
profit before tax was £15.0m (2024: profit before tax of £19.8m).
( 1 )Underlying EBIT is an alternative performance measure (see Note 3) and is
defined as profit/loss before interest and tax adding back exceptional items.
Net cash
As at the reporting date, the Company has cash and cash equivalents of £2.2m
(2024: £29.6m). Related party transactions amounted to £15m (2024: £0.1m).
See note 14.
Exceptional items
During the year there were no exceptional items to report.
Tax
The Company is expected to have taxable profits in future periods and will be
making use of existing tax losses. Therefore, a deferred tax asset has been
recognised on this basis.
A tax liability of £Nil (2024: £0.8m) has been recognised in the period in
relation to activities of Fixtaia. See note 7.
Dividends
The Company did not pay an interim dividend (2024: £Nil) and no final
dividend is being recommended (2024: £Nil).
Earnings per share( ii
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)
Underlying basic and diluted earnings per share are both 3.3p (2024:
underlying basic and diluted profit per share were both 3.5p). Statutory basic
and diluted earnings per share are both 3.4p (2024: statutory basic and
diluted profit per share were both 3.6p). See note 3 and 9.
(2)Earnings per share ("EPS") serves as an indicator of a company's
profitability. EPS measures the amount of a company's profit on a per share
basis (see notes 3 & 9).
Information about the Investment Manager
DBAY is an Isle of Man based asset management firm with offices in London and
Douglas, Isle of Man. Founded in 2011, DBAY is owned by its partners and is
licensed by the Isle of Man Financial Services Authority. The firm follows a
value investing approach and invests in listed equities across Europe, as well
as in private equity style control investments. The core DBAY team, who have
worked together for over 20 years, have developed a diversified set of skills
from financial and operational backgrounds, with deep insight into a number of
industry sectors. DBAY comprises a team of 18 investment and operating
professionals. Capital is managed on behalf of institutional investors,
endowments, foundations, family offices and pension funds.
Investment Policy and Strategy
The investment objective of the Company is to provide shareholders with
attractive total return achieved through capital appreciation and, when
prudent, shareholder distributions or dividends.
Performance = NAV per share indexed to 1.00 at the start of the series
Discount = Share price's premium/discount to NAV per share
The Directors believe that opportunities exist to create significant value for
shareholders through the acquisition of, and the implementation of substantial
operational improvements in, businesses in the sectors outlined in the
Company's Investing Policy.
The Investing Policy can be found on the website www.ldgplc.com
(http://www.ldgplc.com) .
DBAY is mandated with full authority to manage the Company's assets to deliver
the investment strategy in accordance with LDG's Investing Policy set out
below, 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
· Restrictions: a maximum of 50% of the Company's NAV at the time
the relevant investment is made, using the 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.
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;
· DBAY has made a commitment that it will provide the Company with
an amount which is equal to the Company's 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 £2.0m on the Company's balance sheet 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.
The Investment Management Agreement automatically renews on 14 January 2027
for a further year and on each anniversary thereafter unless terminated with
at least 30 days' written notice prior to the anniversary.
Annual general meeting
The Company intends to hold its Annual General Meeting on 18 June 2026 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
(http://www.ldgplc.com) .
Company Statement of Comprehensive Income
for the year ended 31 December 2025
Year ended 31 December 2025 13 month period to 31 December 2024
Note £'000 £'000
Gain on investments measured at fair value through profit or loss - net 10 15,862 19,336
Interest income 4 428 1,384
Net finance income 16,290 20,720
Administrative expenses (1,267) (968)
Total administrative expenses (1,267) (968)
Profit before tax 15,023 19,752
Income tax credit/(expense) 7 86 (932)
Profit and total comprehensive income for the period 15,109 18,820
Earnings per share
Basic 9 3.4p 3.6p
Diluted 9 3.4p 3.6p
The accompanying notes form part of the financial statements.
Company Statement of Financial Position
as at 31 December 2025
31 December 2025 31 December 2024
Note £'000 £'000
Assets
Non-current assets
Investments at fair value through profit or loss 10 107,775 87,228
Deferred tax asset 7 514 428
108,289 87,656
Current assets
Other receivables 11 141 106
Cash and cash equivalents 11 2,211 29,613
2,352 29,719
Total assets 110,641 117,375
Current liabilities
Amounts owed to related undertakings 11 (1) (4)
Current tax liability 7 - (794)
Other payables 11 (233) (278)
(234) (1,076)
Total liabilities (234) (1,076)
Net assets 110,407 116,299
Equity
Called up share capital 12 4,138 5,244
Capital redemption reserve 13 (i) 1,480 -
Retained earnings 13 (ii) 104,789 111,055
Total shareholders' funds 110,407 116,299
The accompanying notes form part of the financial statements.
The Company Financial Statements on pages 29 to 41 were approved by the Board
of Directors on 14 May 2026 and were signed on its behalf by:
Adrian Collins
Director
14 May 2026
Company number 08922456
Company Statement of Changes in Equity
for the year ended 31 December 2025
Share capital Capital redemption reserve Retained earnings Total
£'000 £'000 £'000 £'000
Balance at 1 December 2023 5,331 - 93,182 98,513
Profit for the period - - 18,820 18,820
Share repurchase (87) - (947) (1,034)
Balance at 31 December 2024 5,244 - 111,055 116,299
Profit for the period - - 15,109 15,109
Share repurchase (note 12) (1,106) - (19,895) (21,001)
Transfer to capital redemption reserve (note 13) - 1,480 (1,480) -
Balance at 31 December 2025 4,138 1,480 104,789 110,407
The accompanying notes form part of the financial statements.
Company Cash Flow Statement
for the year ended 31 December 2025
Year ended 13 month period to
31 December 2025 31 December 2024
Note £'000 £'000
Cash flows from operating activities
Profit for the period 15,109 18,820
Adjustments for:
Gain on investments measured at fair value through profit or loss - net 10 (15,862) (19,336)
Interest income (428) (1,384)
Income tax (credit)/expense 7 (86) 932
Income tax paid (794) -
Changes in:
(Increase)/decrease in other receivables 11 (35) 191
Decrease in other payables 11 (45) (73)
Net outflow from operating activities (2,141) (850)
Cash flows from investing activities
Purchase of investment 10 (4,685) (12,500)
Amounts owed to related undertakings 11 (3) (31)
Net cash outflow from investing activities (4,688) (12,531)
Cash flows from financing activities
Share repurchase 12 (21,001) (1,034)
Interest income 4 428 1,384
Net cash outflow/inflow from financing activities (20,573) 350
Net decrease in cash and cash equivalents (27,402) (13,031)
Cash and cash equivalents at the start of the financial period 29,613 42,644
Cash and cash equivalents at the end of the financial period 2,211 29,613
The accompanying notes form part of the financial statements.
Notes to the Company Financial Statements
for the year ended 31 December 2025
1. Basis of accounting
Logistics Development Group plc (the "Company") is a public company limited by
shares and incorporated and domiciled 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 conformity with the requirements of the
Companies Act 2006 ("IFRS").
The Financial Statements are presented in pounds sterling, rounded to the
nearest thousand, unless otherwise stated.
As at 31 December 2025, the Company has one subsidiary, Fixtaia Limited. 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 to May 2027 which demonstrates that the group, LDG and
Fixtaia, will have sufficient funds to meet its obligations as they fall due.
Accordingly, the Directors consider it appropriate to continue to adopt the
going concern basis of accounting in preparing the annual financial
statements.
2. Material Accounting Policies
(a) Fair value measurement - the fair value measurement of the Company's
investments utilises market observable 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 "fair value hierarchy"):
- 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 - 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 - 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.
(b) Financial instruments (continued)
- Financial liabilities - 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 - 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 - 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 the
Company's underlying business performance. Events which may give rise 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 management of the Company, and represent
statutory measures adjusted for items which, in the Directors' view, could
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 - 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 - the Company has a single operating segment on a
continuing basis, namely investment in a portfolio of assets.
(g) Fund raise costs - 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.
(h) Translation of Foreign Currencies - Foreign currencies are translated into
sterling at the rates of exchange ruling at the dates of the transactions.
Assets and liabilities denominated in foreign currencies are translated into
sterling at the rates of exchange ruling at the end of the financial period.
Exchange differences are included in the Statement of Comprehensive Income.
New and amended IFRS Accounting Standards that are effective for the current
year
The following new and revised accounting standards and amendments are
effective for annual periods beginning
1 January 2025 which has been adopted for the first time by the Company.
· Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability (Effective 1 January 2025)
There is no impact as the Company does not deal with any currencies that are
not exchangeable.
There are no other standards and amendments that were newly effective during
the year that have had a material impact on the Company.
A number of new standards, amendments to standards and interpretations are
effective for annual periods beginning after 1 January 2026 and have not been
applied in preparing these financial statements. The Company does not plan to
early adopt these standards, and they are not thought to have a significant
impact on the financial statements.
· Amendments to IFRS 9 and IFRS 7 Amendments to the Classification
and Measurement of Financial Instruments (Effective 1 January 2026)
· Amendments to Annual Improvements to IFRS Accounting Standards -
Volume 11 (Effective 1 January 2026)
· New accounting standard: IFRS 18 Presentation and Disclosures in
Financial Statements* (Effective 1 January 2027)
· New accounting standard: IFRS 19 Subsidiaries without Public
Accountability: Disclosures (Effective 1 January 2027)
New and amended IFRS Accounting Standards that are effective for the current
year (continued)
*IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies
for annual reporting periods beginning on or after 1 January 2027 and
introduces a number of new reporting requirements. The Company is still in the
process of assessing the impact of the new standard, particularly with respect
to the structure of the Company's statement of comprehensive income, the
statement of cash flows and the additional disclosures required for management
defined performance measures. The Company is also assessing the impact on how
information is grouped in the financial statements, including for items
currently labelled as 'other'.
None of the above listed changes are anticipated to have a material impact on
the Company's financial statements.
Critical judgements in applying the Company's accounting policies
In applying the Company's accounting policies, the Directors have made the
following judgements that have the most 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 - during the year, the Company measured its
investment in Fixtaia at fair value through profit and loss.
The strategy of the Company as an AIM 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 AIM Investing Company, the investments in Fixtaia
would have been accounted for as a subsidiary undertaking in consolidated
financial statements.
(ii) Fair value of the investments - 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 4
private companies and cash/cash equivalents. The listed investment is carried
at the quoted price as at 31 December 2025.
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
If a market for a financial instrument is not active, then the Investment
Manager establishes fair value using a valuation technique. Valuation
techniques include using recent arm's length transactions between
knowledgeable, willing parties (if available), reference to the current fair
value of other instruments that are substantially the same, discounted cash
flow analyses and option pricing models. The chosen valuation technique makes
maximum use of market inputs, relies as little as possible on estimates,
incorporates all factors that market participants would consider in setting a
price, and is consistent with accepted economic methodologies for pricing
financial instruments. Inputs to valuation techniques reasonably represent
market expectations and measures of the risk-return factor inherent in the
financial instrument. The Investment Manager calibrates valuation techniques
and tests them for validity using prices from observable current market
transactions in the same instrument or based on other available observable
market data.
The best evidence of the fair value of a financial instrument at initial
recognition is the transaction price which is the fair value of the
consideration given or received, unless the fair value of that instrument is
evidenced by comparison with other observable current market transactions in
the same instrument (without modification or repackaging) or based on a
valuation technique whose variables include only data from observable markets.
When transaction price provides the best evidence of fair value at initial
recognition, the financial instrument is initially measured at the transaction
price and any difference between this price and the value initially obtained
from a valuation model is subsequently recognised in the Statement of
Comprehensive Income on an appropriate basis over the life of the instrument
but not later than when the valuation is supported wholly by observable market
data or the transaction is closed out.
3. Alternative performance measures reconciliations
Alternative performance measures (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 Directors' view, could influence the
understanding of comparability and performance of the Company year on year.
The reconciliation of APMs to the reported results is detailed below:
2025 2024
£'000 £'000
Profit 15,109 18,820
Interest income (428) (1,384)
Income tax (credit)/expense (86) 932
Underlying EBIT 14,595 18,368
2025 2024
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 448,042 526,129
Weighted average number of Ordinary Shares - Diluted 448,042 526,129
Underlying Basic earnings per share for total operations 3.3p 3.5p
Underlying Diluted earnings per share for total operations 3.3p 3.5p
4. Interest Income
Interest earned on deposit during 2025 amounted to £428k (2024: £1,384k).
5. Employees and Directors
Staff costs and the average number of persons (including Directors) employed
by the Company during the period are detailed below:
2025 2024
£'000 £'000
Staff and Director costs for the Company during the period
Wages and salaries 276 255
Social security costs 13 12
289 267
Average monthly number of employees and Directors
Employees and Directors 4 3
A summary of Directors' remuneration (key management personnel) is detailed
below:
2025 2024
£'000 £'000
Emoluments, bonus and benefits in kind 276 255
Total Directors' remuneration 276 255
Remuneration of the highest paid Director is detailed below:
2025 2024
£'000 £'000
Emoluments, bonus and benefits in kind 96 104
6. Audit fees
During the period, the Company obtained the following services from the
Company's auditors, the costs of which (inclusive of VAT as the Company is not
registered for VAT) are detailed below:
2025 2024
£'000 £'000
Fees payable for the audit of the Company's annual financial statements 121 103
Fees payable for the audit of the Company's interim financial statements 10 9
Total fees payable to Company's auditors 131 112
7. Income tax
In 2025, the deferred tax asset of £514k (2024: £428k) is recognised,
resulting in a deferred tax credit of £86k (2024: £932k expense) recognised
in the income statement.
The income tax credit 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:
2025 2024
£'000 £'000
Profit before tax 15,023 19,752
Expected tax charge based on an effective corporation tax rate of 25% (2024: 3,756 4,938
25%)
Effect of expenses not deductible in determining taxable profit 124 21
Income not taxable (3,966) (4,834)
Taxable interest income - 795
Adjustments in respect of prior years - 12
Income tax (credit)/expense (86) 932
The main rate of corporation tax is 25% for the financial year beginning 1
April 2025 (previously 25% in the financial year beginning 1 April 2024). 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 comprises interest income and loan redemption premium
received by Fixtaia. As the Company was the original source of the loan, this
income was treated as taxable in the UK and brought into charge in the prior
period.
8. Dividends
At the date of approving these Financial Statements, no final dividend has
been approved or recommended by the Directors (2024: £Nil).
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.
2025 2024
£'000 £'000
Profit attributed to equity shareholders 15,109 18,820
2025 2024
(in thousands) (in thousands)
Weighted average number of Ordinary Shares - Basic 448,042 526,129
Weighted average number of Ordinary Shares - Diluted 448,042 526,129
Basic earnings per share for total operations 3.4p 3.6p
Diluted earnings per share for total operations 3.4p 3.6p
10. Investments at fair value through profit or loss
At 1 January 2025 Additions during the period Change in fair value Total investments Fair value level
2025 2025 2025
£'000 £'000 £'000 £'000
Fixtaia Limited 87,228 4,685 15,862 107,775 3
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
Fixtaia is the subsidiary vehicle where all investment transactions are
executed and held.
During the current period, the Company received 46.85 shares in Fixtaia for
cash consideration of £4.7m. The number of shares held in Fixtaia as at
December 2025 was 821.95 (2024: 775.1). At 31 December 2025, the investment in
Fixtaia was revalued to £107.8m as per the net asset value of Fixtaia,
resulting in a net revaluation gain of £15.9m through profit or loss.
The Company's accounting policy on fair value measurement is disclosed in note
2. 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 3
investments.
11. Financial assets and liabilities
2025 2024
£'000 £'000
Financial assets at fair value through the profit or loss
Investments (see note 10) 107,775 87,228
Financial assets at amortised cost
Other receivables 141 106
Total financial assets 107,916 87,334
Financial liabilities at amortised cost
Amounts owed to related undertakings (see note 14) (1) (4)
Current tax liability - (794)
Other payables (233) (278)
Total financial liabilities (234) (1,076)
Cash and cash equivalents 2,211 29,613
Net funds 2,211 29,613
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 £193k (2024: £269k).
The Company's overall risk management programme focuses on reducing financial
risk as far as possible and therefore seeks to minimise potential adverse
effects on the Company's financial performance. The policies and strategies
for managing specific 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 - currency risk, interest
rate risk and other price risk.
If the market value of the Company's investments increased/decreased in value
by 10% as at 31 December 2025 the effect on the investment portfolio would
have been an increase/decrease of £10.8m.
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 Euro's will
fluctuate due to the change in the exchange rate. The Company does not
currently engage in currency hedging activities. The Company's cash is held in
GBP.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates
will affect the level of income receivable on cash deposits. The Company's
interest-bearing assets are cash and cash on deposit at Royal Bank of Scotland
("RBS"). The Company would be significantly affected by changes in interest
rates on cash held on deposit with RBS. Interest rate movements may affect the
fair value of investments in fixed interest and equity securities.
Liquidity risk
Liquidity risk is the risk to Company will encounter difficulties in meetings
its obligations associated with its financial liabilities. The Company
undertakes short-term cash forecasting to monitor its expected cash flows
against its cash availability. The Company also undertakes longer-term cash
forecasting to monitor its expected funding requirements in order to meet its
current business plan. The Company has sufficient cash to cover all
outstanding current liabilities at the period end.
Credit risk
The Company's principal exposure to credit risk is in the amounts owed by
related undertakings. As at 31 December 2025, £1k is owed to DBAY Advisors
Limited. (2024: £4k)
Capital management
Capital comprises share capital of £4.1m (2024: £5.2m).
12. Capital and reserves
No of shares Called up share capital
'000 £'000
Ordinary shares of 1p each in issue at 31 December 2024 524,350 5,244
Ordinary shares of 1p each in issue at 31 December 2025 413,824 4,138
All ordinary shares in issue referred to in the table above were authorised
and are fully paid.
Share repurchase
On 24 April 2025, a tender offer was completed in which 110,526,315 Ordinary
Shares were repurchased by the Company for £0.19 each and subsequently
cancelled, returning £21.0m to shareholders.
13. Reserves
i. Capital redemption reserve
In relation to share repurchases, a cumulative capital redemption reserve of
£1.5m has been recognised in the current year, including £0.4m relating to
prior periods which has been recorded in 2025 as the prior period impact is
not material.
ii. Retained earnings
31 Dec 2025 31 Dec 2024
£'000 £'000
At 1 December 111,055 93,182
Profit/(loss) for the period 15,109 18,820
Share repurchase (19,895) (947)
Transfer to capital redemption reserve (1,480) -
At 31 December 104,789 111,055
14. Related party transactions
Transactions with related parties Amounts owed by related parties Amounts owed to related parties
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Related party
DBAY Advisors Limited (6) (20) - - (1) (4)
WS Holdco Limited (15,000) - - - - -
Total (15,006) (20) - - (1) (4)
During the period, DBAY Advisors Limited paid for expenses of £6k (2024:
£20k) on the behalf of the Company. As at 31 December 2025, £1k is owed to
DBAY Advisors Limited (2024: £4k).
On 18 July 2025 the Company announced an investment of £15m into WS Holdco
Limited ("WS Holdco") (formerly Framtid Topco Limited), a private holding
company of a group of companies formed by DBAY. The Company and WS Holdco
share a common investment manager, DBAY.
During the period, Fixtaia accrued performance fees of £475k (2024: £3.15m).
The balance outstanding as at 31 December 2025 was £4.35m. (2024: £3.87m).
Performance fees become payable to DBAY, by Fixtaia, only upon realisation of
an investment.
Monitoring fees, at Fixtaia level, incurred during the period amounted to
£1.5m (2024: £1.4m) of which £422k (2024: £335k) was outstanding at the
reporting date. Monitoring fees are paid by Fixtaia to DBAY.
The Company did not enter into any other related party transactions.
15. Capital commitments
At 31 December 2025, the Company had no commitments (2024: £Nil).
16. Contingent liabilities
At 31 December 2025, the Company had no contingent liabilities (2024: £Nil).
17. Subsequent events
On 22 January 2026 LDG announced that Finsbury, in which LDG holds an economic
25.3% interest through the Company's wholly owned subsidiary Fixtaia, had
completed a refinancing and subsequent return of capital. This resulted in
£11.4m being received by Fixtaia, de-risking the Company's original capital
investment to £2.8m of exposure (original investment: £14.2m). LDG's equity
stake in Finsbury remains unchanged.
The Board of LDG agreed the reallocation of £10m (the "Investment") from the
Finsbury return of capital to increase its investment in WS Holdco. Under the
leadership of William Stobart, WS Holdco Group is pursuing a buy-and-build
strategy aimed at creating a UK-focused national logistics platform. WS Holdco
Group has also acquired 100% of William Stobart & Son Limited, which
provides general transport and warehousing services; a 70% interest in WS
Digital Freight Ltd, an asset-light road forwarding business; and a 60%
interest in WS Bis Henderson Limited, which specialises in white-collar
recruitment for the logistics industry.
The Investment was on the same terms as LDG's original investment of £15m in
WS Holdco as detailed in the Company's announcement on 18 July 2025. As at 30
September 2025, LDG's interest in WS Holdco was 42.6% and increased to 51.3%
after the further Investment. LDG's interest may change if additional equity
is raised by WS Holdco and there is no certainty that LDG will participate in
subsequent fundraises.
Alliance, in which LDG has invested £39.0m and holds an economic 24.5%
interest, announced in December 2025 that it had disposed of its prescription
products portfolio to two strategic buyers. The transaction closed in early
January 2026 with proceeds contributing to a net debt reduction from £275m at
the end of December 2025 to a forecast c. £175m at 31 March 2026. Following
this transaction, the business is a pure-play consumer healthcare platform
with market leading brands in damaged skin (especially scar and scalp care)
and healthy aging.
On 27 February 2026, LDG announced its quarterly portfolio data. As at 31
December 2025, LDG's unaudited estimated NAV per share was 26.7p. The NAV
remains unchanged compared to the prior period being 30 September 2025. The
valuations of the portfolio companies mirror the valuations at which the
assets are held in the DBAY private funds. Funds managed by DBAY are the lead
investor in all LDG portfolio companies, and DBAY's management believes all
portfolio companies are held at a conservative valuation. An update on the
portfolio investments was also provided.
On 17 March 2026 LDG was notified by WS Holdco, its portfolio company, that it
had acquired EV Cargo Solutions and Distribution Limited. Following this
transaction, LDG's interest in WS Holdco is 50.7%.
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 13
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
FY24 Financial period for the 13 months to 31 December
2024
FY25 Financial year ended 31 December 2025
HY25 Six-month period ended 30 June 2025
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 which DBAY has been
appointed as the Company's Investment Manager pages 9 and 10pages 9 and 10
Ordinary Shares/Shares Ordinary shares of £0.01 each in the capital of
the Company
QCA Quoted Companies Alliance
QCA Governance Code (2023) QCA Corporate Governance Code (2023) for
Small and Mid-Size Quoted Companies published by the QCA
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