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iso4217:GBP xbrli:pure xbrli:shares

Registration number: 13052325

Rayrigg Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 January 2023

 

Rayrigg Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15 to 16

Statement of Cash Flows

17

Notes to the Financial Statements

18 to 36

 

Rayrigg Limited

Company Information

Directors

Mr D N Smith

Mr G W Smith

Mrs C H Jenson

Company secretary

Mrs C H Jenson

Registered office

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
Lancashire
FY4 2FF

Auditors

Crossley & Davis Chartered Accountants
Ground Floor Seneca House
Links Point
Amy Johnson Way
Blackpool
FY4 2FF

 

Rayrigg Limited

Strategic Report for the Year Ended 31 January 2023

The directors present their strategic report for the year ended 31 January 2023.

Principal activity

The principal activity of the group is that of commercial property development. The principal activity of the company is that of a holding company that provides support to its subsidiaries.

Fair review of the business

Rayrigg Limited is the ultimate parent company of the Rayrigg group.

The 'Rayrigg group' is formed of the following companies:
Rayrigg Limited
Rayrigg Motors Limited (dormant)
Meadowbank Property Developments Limited
R.N.Smith Holdings Limited
R.Smith(Windermere) Limited
Rayrigg Motor Group Limited

Rayrigg Limited acts as a holding company which provides support to its subsidiaries. The company’s only income for the period is that of dividends receivable from its subsidiaries of £121,408 (2022: £982,884). R.Smith(Windermere) Limited was the only companies within the group to trade during the period.

Historically, the directors consider the main KPIs for the group to be turnover, gross profit and operating profit. On 5 April 2022 R.Smith(Windermere) Limited sold all trade and assets relating to the the sale of motor vehicles, the usual KPI’s have fallen as a result.

Following the sale of trade and assets, the principal activity of the group is now that of commercial property development. Costs relating to the new trade in the year to 31 January 2023 were £84,124 (2022: £147,189).

Work in Progress of £231,313 was included in the financial statements to 31 January 2023 (2022: £147,190).

 

Rayrigg Limited

Strategic Report for the Year Ended 31 January 2023

Principal risks and uncertainties

The trade and assets of R.Smith(Windermere) Limited were sold during the year and the principal activity of the group has changed to that of commercial property developers. The group has a strong balance sheet position, continues to be backed by its creditors and any potential risks are closely monitored by management.

The group does not have any major overseas suppliers or customers and is not exposed to exchange rate risk.

Approved and authorised by the Board on 3 October 2023 and signed on its behalf by:
 

.........................................
Mr D N Smith
Director

 

Rayrigg Limited

Directors' Report for the Year Ended 31 January 2023

The directors present their report and the for the year ended 31 January 2023.

Directors of the group

The directors who held office during the year were as follows:

Mr D N Smith

Mr G W Smith

Mrs C H Jenson - Company secretary and director

Financial instruments

Objectives and policies

The company uses several financial instruments, that at all times through the business cycle aims at managing financial risk, while recognising the operational risks within the business.

The financial risks to which the group are exposed include:

Price risk, credit risk, liquidity risk and cash flow risk

Liquidity risk: The risk that the funding required for the business to pursue its activities may not be available. We seek to manage this risk by ensuring sufficient liquidity is available to meet current and future needs. Short-term flexibility (if required) is achieved by shareholder loans.

Future developments

R.Smith(Windermere) Limited will continue with the development of commercial property, with careful focus on the continued management of its projects as well as analysis of external economic factors. The directors are confident that the strong financial position of the group will continue.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 3 October 2023 and signed on its behalf by:
 

.........................................
Mr D N Smith
Director

 

Rayrigg Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Rayrigg Limited

Independent Auditor's Report to the Members of Rayrigg Limited

Opinion

We have audited the financial statements of Rayrigg Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 January 2023 and of its profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

Rayrigg Limited

Independent Auditor's Report to the Members of Rayrigg Limited

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial 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.

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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a 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.

 

Rayrigg Limited

Independent Auditor's Report to the Members of Rayrigg Limited

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

......................................
Mr P Swarbrick (Senior Statutory Auditor)
For and on behalf of Crossley & Davis Chartered Accountants, Statutory Auditor

Ground Floor Seneca House
Links Point
Amy Johnson Way
Blackpool
FY4 2FF

3 October 2023

 

Rayrigg Limited

Consolidated Profit and Loss Account for the Year Ended 31 January 2023

Note

2023
£

2022
£

Turnover

3

2,745,051

20,938,606

Cost of sales

 

(2,473,022)

(19,196,099)

Gross profit

 

272,029

1,742,507

Administrative expenses

 

(253,056)

(1,978,885)

Other operating income

4

65,898

186,098

Operating profit/(loss)

6

84,871

(50,280)

Other interest receivable and similar income

8

121,405

51,816

Interest payable and similar expenses

9

(49,579)

(70,522)

   

71,826

(18,706)

Profit/(loss) before tax

 

156,697

(68,986)

Tax on profit/(loss)

13

60,518

(31,303)

Profit/(loss) for the financial year

 

217,215

(100,289)

Profit/(loss) attributable to:

 

Owners of the company

 

217,215

(100,289)

The group has no recognised gains or losses for the year other than the results above.

 

Rayrigg Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 January 2023

2023
£

2022
£

Profit/(loss) for the year

217,215

(100,289)

Total comprehensive income for the year

217,215

(100,289)

Total comprehensive income attributable to:

Owners of the company

217,215

(100,289)

 

Rayrigg Limited

(Registration number: 13052325)
Consolidated Balance Sheet as at 31 January 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

14

-

514,550

Current assets

 

Stocks

16

236,313

1,404,449

Debtors

17

4,823,720

4,024,377

Cash at bank and in hand

18

2,213,898

2,772,229

 

7,273,931

8,201,055

Creditors: Amounts falling due within one year

19

(1,800,222)

(3,333,463)

Net current assets

 

5,473,709

4,867,592

Total assets less current liabilities

 

5,473,709

5,382,142

Provisions for liabilities

20

-

(4,240)

Net assets

 

5,473,709

5,377,902

Capital and reserves

 

Called up share capital

22

6,750

6,750

Share premium reserve

5,883,570

5,883,570

Capital redemption reserve

750

750

Profit and loss account

(417,366)

(513,173)

Equity attributable to owners of the company

 

5,473,704

5,377,897

Minority interests

 

5

5

Shareholders' funds

 

5,473,709

5,377,902

Approved and authorised by the Board on 3 October 2023 and signed on its behalf by:
 

.........................................
Mr D N Smith
Director

 

Rayrigg Limited

(Registration number: 13052325)
Balance Sheet as at 31 January 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

15

5,891,265

5,891,265

Current assets

 

Debtors

17

306,776

306,776

Creditors: Amounts falling due within one year

19

(306,971)

(306,971)

Net current liabilities

 

(195)

(195)

Net assets

 

5,891,070

5,891,070

Capital and reserves

 

Called up share capital

22

6,750

6,750

Share premium reserve

5,883,570

5,883,570

Capital redemption reserve

750

750

Shareholders' funds

 

5,891,070

5,891,070

The company made a profit after tax for the financial year of £121,408.

Approved and authorised by the Board on 3 October 2023 and signed on its behalf by:
 

.........................................
Mr D N Smith
Director

 

Rayrigg Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 January 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 February 2022

6,750

5,883,570

750

(513,173)

5,377,897

5

5,377,902

Profit for the year

-

-

-

217,215

217,215

-

217,215

Dividends

-

-

-

(121,408)

(121,408)

-

(121,408)

At 31 January 2023

6,750

5,883,570

750

(417,366)

5,473,704

5

5,473,709

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

Loss for the year

-

-

-

(100,289)

(100,289)

-

(100,289)

Dividends

-

-

-

(106,108)

(106,108)

-

(106,108)

New share capital subscribed

15,000

6,446,070

-

-

6,461,070

-

6,461,070

Purchase of own share capital

(8,250)

-

-

(306,776)

(315,026)

-

(315,026)

Other share premium reserve movements

-

(562,500)

-

-

(562,500)

-

(562,500)

Other capital redemption reserve movements

-

-

750

-

750

-

750

Increase in ownership interests in subsidiaries

-

-

-

-

-

5

5

At 31 January 2022

6,750

5,883,570

750

(513,173)

5,377,897

5

5,377,902

 

Rayrigg Limited

Statement of Changes in Equity for the Year Ended 31 January 2023

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 February 2022

6,750

5,883,570

750

-

5,891,070

Profit for the year

-

-

-

121,408

121,408

Dividends

-

-

-

(121,408)

(121,408)

At 31 January 2023

6,750

5,883,570

750

-

5,891,070

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

Profit for the year

-

-

-

412,884

412,884

Dividends

-

-

-

(106,108)

(106,108)

New share capital subscribed

15,000

6,446,070

-

-

6,461,070

Purchase of own share capital

(8,250)

-

-

(306,776)

(315,026)

Other share premium reserve movements

-

(562,500)

-

-

(562,500)

Other capital redemption reserve movements

-

-

750

-

750

At 31 January 2022

6,750

5,883,570

750

-

5,891,070

 

Rayrigg Limited

Consolidated Statement of Cash Flows for the Year Ended 31 January 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit/(loss) for the year

 

217,215

(100,289)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

1,148

21,244

Loss/(profit) on disposal of tangible assets

5

113,402

(6)

Profit on disposal of intangible assets

5

(250,000)

-

Finance income

8

(121,405)

(51,816)

Finance costs

9

49,579

70,522

Income tax expense

13

(60,518)

31,303

 

(50,579)

(29,042)

Working capital adjustments

 

Decrease/(increase) in stocks

16

1,168,136

(1,404,449)

Increase in trade debtors

17

(743,084)

(4,024,377)

(Decrease)/increase in trade creditors

19

(1,468,322)

3,268,544

Cash generated from operations

 

(1,093,849)

(2,189,324)

Income taxes (paid)/received

13

(64,900)

31,824

Net cash flow from operating activities

 

(1,158,749)

(2,157,500)

Cash flows from investing activities

 

Interest received

121,405

51,816

Acquisitions of tangible assets

-

(29,313)

Acquisition of tangible assets from business combinations

 

-

(3,000,444)

Proceeds from sale of tangible assets

 

400,000

2,500,006

Proceeds from sale of intangible assets

 

250,000

-

Acquisition of investment properties

-

(570,000)

Proceeds from sale of investment properties

 

-

570,000

Net cash flows from investing activities

 

771,405

(477,935)

Cash flows from financing activities

 

Interest paid

9

(49,579)

(70,522)

Proceeds from issue of ordinary shares, net of issue costs

 

-

6,461,070

Payments for purchase of own shares

 

-

(306,776)

Payments for cancellation of own shares

 

-

(570,000)

Dividends paid

(121,408)

(106,108)

Net cash flows from financing activities

 

(170,987)

5,407,664

Net (decrease)/increase in cash and cash equivalents

 

(558,331)

2,772,229

 

Rayrigg Limited

Consolidated Statement of Cash Flows for the Year Ended 31 January 2023

Note

2023
£

2022
£

Cash and cash equivalents at 1 February

 

2,772,229

-

Cash and cash equivalents at 31 January

 

2,213,898

2,772,229

 

Rayrigg Limited

Statement of Cash Flows for the Year Ended 31 January 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

121,408

412,884

Adjustments to cash flows from non-cash items

 

Finance income

(121,408)

(982,884)

Finance costs

-

570,000

 

-

-

Working capital adjustments

 

Increase in trade debtors

17

-

(306,776)

Increase in trade creditors

19

-

306,971

Net cash flow from operating activities

 

-

195

Cash flows from investing activities

 

Interest received

121,408

982,884

Acquisition of subsidiaries

15

-

(7,031,265)

Proceeds from sale of subsidiaries

 

-

570,000

Net cash flows from investing activities

 

121,408

(5,478,381)

Cash flows from financing activities

 

Proceeds from issue of ordinary shares, net of issue costs

 

-

6,461,070

Payments for purchase of own shares

 

-

(306,776)

Payments for cancellation of own shares

 

-

(570,000)

Dividends paid

(121,408)

(106,108)

Net cash flows from financing activities

 

(121,408)

5,478,186

Net increase/(decrease) in cash and cash equivalents

 

-

-

Cash and cash equivalents at 1 February

 

-

-

Cash and cash equivalents at 31 January

 

-

-

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
Lancashire
FY4 2FF
England

These financial statements were authorised for issue by the Board on 3 October 2023.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £121,408 (2022 - profit of £412,884).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Government grants

Government grants include amounts that became receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future related cost and are recognised in income in the period in which they became receivable.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold land and buildings

No depreciation provided

Plant and machinery

20% straight line

Motor vehicles

25% reducing balance

Improvements to property

Over the term of the lease

The directors believe that the policy of not providing depreciation on freehold property is necessary in order for the financial statements to give a true and fair view. The directors confirm that buildings are maintained to high standards of condition and the fair value is not significantly impaired by the passage of time. Consequently, any element of depreciation is not considered to be material. The directors review the market values with sufficient regularity to enable them to identify any material diminution in value, should that occur.

Investment property

Investment property is initially recognised at cost which includes purchase cost and any directly attributable expenditure. Investment property is subsequently carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 year straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for vehicles sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Included in stock are items consigned and owned by the entity but manufactured and held elsewhere. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2023
£

2022
£

Motor trade

2,745,051

20,938,606

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Government grants

-

159,558

Rental income

65,898

26,540

65,898

186,098

5

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2023
£

2022
£

(Loss)/gain on disposal of Tangible assets

(113,402)

6

Gain on disposal of intangible assets

250,000

-

136,598

6

6

Operating profit/(loss)

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

1,148

21,244

Loss/(profit) on disposal of property, plant and equipment

113,402

(6)

7

Government grants

Included within other operating income are government grants receivable. The group received grants in the form of the Coronavirus Job Retention Scheme (CJRS) and the Local Restriction Support Grant (LRSG). Government grants have been recognised on an accruals basis.

The amount of grants recognised in the financial statements was £Nil (2022 - £159,558).

8

Other interest receivable and similar income

2023
£

2022
£

Other finance income

121,405

51,816

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

9

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

-

4,189

Interest expense on other finance liabilities

49,579

66,333

49,579

70,522

10

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

138,977

892,522

Social security costs

27,308

86,074

Other short-term employee benefits

5,472

31,916

Pension costs, defined contribution scheme

(10,831)

214,361

Redundancy costs

-

48,594

Other employee expense

1,260

16,893

162,186

1,290,360

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

2

8

Service

-

11

Sales

5

13

Other departments

6

6

13

38

11

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

18,225

21,901

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

12

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

14,926

21,910


 

The entity entered into a liability limitation agreement with the auditor on 25 May 2021. The liability of the auditor in respect of any claim or claims made by the company is limited to £4,000,000 inclusive of interest and costs.

13

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

(25,566)

33,095

Deferred taxation

Arising from origination and reversal of timing differences

(34,952)

(1,792)

Tax (receipt)/expense in the income statement

(60,518)

31,303

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 19% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit/(loss) before tax

156,697

(68,986)

Corporation tax at standard rate

29,772

(13,107)

Effect of expense not deductible in determining taxable profit (tax loss)

(55,003)

43,631

Tax (decrease)/increase from effect of capital allowances and depreciation

(336)

2,571

Tax decrease from other short-term timing differences

(7,561)

(1,792)

Tax decrease from effect of unrelieved tax losses carried forward

(27,390)

-

Total tax (credit)/charge

(60,518)

31,303

Deferred tax

Group

Deferred tax assets and liabilities

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2023

Asset
£

Liability
£

Accelerated tax depreciation

3,321

-

Tax loss c/fwd

27,392

-

30,713

-

2022

Asset
£

Liability
£

Accelerated tax depreciation

-

4,240

-

4,240

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

14

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 February 2022

510,212

25,582

535,794

Disposals

(510,212)

(25,582)

(535,794)

At 31 January 2023

-

-

-

Depreciation

At 1 February 2022

7,077

14,167

21,244

Charge for the year

553

595

1,148

Eliminated on disposal

(7,630)

(14,762)

(22,392)

At 31 January 2023

-

-

-

Carrying amount

At 31 January 2023

-

-

-

At 31 January 2022

503,135

11,415

514,550

Included within the net book value of land and buildings above is £Nil (2022 - £450,000) in respect of freehold land and buildings and £Nil (2022 - £53,136) in respect of short leasehold land and buildings.
 

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

15

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Rayrigg Motors Limited*

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
England
FY4 2FF

Ordinary

100%

100%

 

England and Wales

     

Meadowbank Property Developments Limited*

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
England
FY4 2FF

Orfinary

95%

95%

 

England and Wales

     

R.N.Smith Holdings Limited*

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
England
FY4 2FF

Ordinary

100%

100%

 

England and Wales

     

R.Smith(Windermere) Limited

Ground floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
England
FY4 2FF

Ordinary

100%

100%

 

England and Wales

     

Rayrigg Motor Group Limited

Ground Floor, Seneca House
Links Point, Amy Johnson Way
Blackpool
England
FY4 2FF

Orfinary

100%

100%

 

England and Wales

     

* indicates direct investment of the company

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Subsidiary undertakings

Rayrigg Motors Limited

The principal activity of Rayrigg Motors Limited is that of a non trading company.

Meadowbank Property Developments Limited

The principal activity of Meadowbank Property Developments Limited is that of the development of commercial property

R.N.Smith Holdings Limited

The principal activity of R.N.Smith Holdings Limited is that of a holding company that provides support to its subsidiaries.

R.Smith(Windermere) Limited

The principal activity of R.Smith(Windermere) Limited is that of commercial property development.

Rayrigg Motor Group Limited

The principal activity of Rayrigg Motor Group Limited is that of a dormant company

Company

2023
£

2022
£

Investments in subsidiaries

5,891,265

5,891,265

Subsidiaries

£

Cost or valuation

At 1 February 2022

6,461,265

Provision

At 1 February 2022

570,000

At 31 January 2023

570,000

Carrying amount

At 31 January 2023

5,891,265

At 31 January 2022

5,891,265

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

16

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Parts and accessories

-

30,405

-

-

Work in progress

231,313

147,189

-

-

New and used car stock

5,000

1,226,855

-

-

236,313

1,404,449

-

-

17

Debtors

   

Group

Company

Current

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

(4,038)

92,874

-

-

Amounts owed by related parties

25

-

-

306,776

306,776

Other debtors

 

4,761,427

3,895,827

-

-

Prepayments

 

10,072

35,676

-

-

Deferred tax assets

13

30,712

-

-

-

Income tax asset

13

25,547

-

-

-

   

4,823,720

4,024,377

306,776

306,776

18

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

-

110

-

-

Cash at bank

2,213,898

2,772,119

-

-

2,213,898

2,772,229

-

-

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

19

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Trade creditors

 

4,841

389,378

-

-

Amounts due to related parties

25

485,330

513,365

301,971

186,971

Social security and other taxes

 

82,380

190,149

-

-

Outstanding defined contribution pension costs

 

435

2,891

-

-

Other payables

 

1,161,272

1,836,170

5,000

120,000

Accruals

 

65,964

336,591

-

-

Income tax liability

13

-

64,919

-

-

 

1,800,222

3,333,463

306,971

306,971

HSBC Bank PLC had a charge over R.Smith(Windermere) Limited and R.N.Smith Holdings Limited over the freehold properties, Rayrigg Motors, Rayrigg Road, Windermere and St Martins Parade, Windermere. The charges was satisfied on 2 March 2022 and 17 March 2023 respectively.

There are currently no charges over the group.

20

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 February 2022

4,240

4,240

Increase (decrease) in existing provisions

(34,952)

(34,952)

At 31 January 2023

(30,712)

(30,712)

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £(10,831) (2022 - £214,361).

Contributions totalling £435 (2022 - £2,891) were payable to the scheme at the end of the year and are included in creditors.

22

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary Type 1 of £0.50 each

12,000

6,000

12,000

6,000

E Ordinary Type 1 of £0.50 each

375

188

375

188

F Ordinary Type 1 of £0.50 each

375

188

375

188

G Ordinary Type 1 of £0.50 each

375

188

375

188

H Ordinary Type 1 of £0.50 each

375

188

375

188

 

13,500

6,750

13,500

6,750

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

23

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

77,274

77,274

Later than one year and not later than five years

64,360

141,634

141,634

218,908

The amount of non-cancellable operating lease payments recognised as an expense during the year was £77,274 (2022 - £90,153).

24

Dividends

Interim dividends paid

   

2023
£

 

2022
£

Interim dividend of £165.08 (2022 - £165.10) per each E Ordinary Type 1 share

 

61,908

 

61,908

Interim dividend of £34.66 (2022 - £37.33) per each G Ordinary Type 1 share

 

13,000

 

14,000

Interim dividend of £124.00 (2022 - £80.53) per each H Ordinary Type 1 share

 

46,500

 

30,200

   

121,408

 

106,108

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

25

Related party transactions

Group

Key management compensation

2023
£

2022
£

Salaries and other short term employee benefits

61,825

69,611

Other transactions with directors

There have been transactions with directors during the year. Interest totalling £18,914 has been charged to the Rayrigg Group on loans that are payable to its directors. During the year the directors advanced £213,601 and the Rayrigg Group repaid £289,577 on these loans. At the year end 31 January 2023 the amount owed by the Rayrigg Group to its directors was £456,302 (2022: £513,364). The loans are unsecured and repayable on demand.

There are other loans payable to the directors. Interest totalling £12,200 (2022: £9,760) has been charged to the Rayrigg Group. During the year the Rayrigg Group repaid £12,200 (2022: £19,371) on these loans. At the year end 31 January 2023 the amount owed by R.Smith(Windermere) Limited on these loans was £610,000 (2022: £610,000).

The above transactions with directors have been given in an aggregated format.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Summary of transactions with other related parties



 R.Smith(Windermere) Directors Retirement Plan

A pension scheme of which D N Smith and R G Smith are trustees and members. Interest of £10,200 has been charged to R.Smith(Windermere) Limited. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Directors Retirement Plan was £160,000 (2022: £160,000). The loan is unsecured and repayable on demand.


White House Windermere Limited

White House Windermere Limited is a company which is owned and controlled by G W Smith and D N Smith is a director. During the year there have been transactions of £434,889 between the entities. Interest of £53,075 has been charged to White House Windermere Limited. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £1,517,847 (2022: £1,952,736). The loan is unsecured and repayable on demand.


Lake District Vehicle Sales Limited

Lake District Vehicle Sales Limited is a company which is controlled and jointly owned by G W Smith. During the year R.Smith(Windermere) Limited wrote off £11,240 of the Lake District Vehicle Sales Limited debtor. No interest has been charged on this loan. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £154,960 (2022: £143,720). The loan is unsecured and repayable on demand.


Bordriggs Farm (Windermere) Limited

Bordriggs Farm (Windermere) Limited is a company which is controlled and jointly owned by D N Smith, C H Smith, and G W Smith. During the year there have been transactions of £25,000 between the entities. No interest has been charged on this loan. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £1,354,133 (2022: £1,329,133). The loan is unsecured and repayable on demand.


Oldfield Properties (Windermere) Limited

Oldfield Properties (Windermere) Limited is a company which is controlled and jointly owned by D N Smith, C H Smith, and G W Smith. During the year there have been transactions of £14,000 between the entities. No interest has been charged on this loan. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £123,861 (2022: £109,861). The loan is unsecured and repayable on demand.

 

Rayrigg Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

Craig Walk Properties Limited

Craig Walk Properties Limited is a company which is controlled and jointly owned by D N Smith, and G W Smith. During the year there have been transactions of £31,789 between the entities. No interest has been charged on this loan. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £294,168 (2022: £325,957). The loan is unsecured and repayable on demand.


Bellman Properties Windermere Limited

Bellman Properties Windermere Limited is a company which is controlled and owned by G W Smith. During the year there have been transactions £215,661 between the entities. No interest has been charged on this loan. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £22,550 (2022: £238,211). The loan is unsecured and repayable on demand.


C Smith Properties Limited

C Smith Properties Limited is a company which is controlled and owned by C H Smith. During the year there have been transactions of £9,807 between the entities. Interest of £9,456 has been charged to C Smith Properties Limited. At the year end 31 January 2023 the amount due to R.Smith(Windermere) Limited was £316,761 (2022: £326,568). The loan is unsecured and repayable on demand.


Windermere Accommodation Limited

Windermere Accommodation Limited is a company which is controlled and owned by C H Smith. D N Smith is a minority shareholder and director of the company. During the year there have been transactions of £790,329 between the entities. Interest of £8,000 has been charged to Windermere Accommodation Limited. At the year end 31 January 2023 the amount due from Windermere Accommodation Limited was £790,329 (2022: £nil). The loan is unsecured and repayable on demand.

Jaxwin Limited

Jaxwin Limited is a company which is controlled and owned by G W Smith. During the year there have been transactions of £203,183 between the entities. Interest of £6,486 has been charged to Jaxwin Limited. At the year end 31 January 2023 the amount due from Jaxwin Limited was £203,183 (2022: £nil). The loan is unsecured and repayable on demand.