RSBG Investment Holding Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 10506945 (England and Wales)
RSBG Investment Holding Limited
Company Information
Directors
J B Grady
S Carter
Secretary
L S Roberts
Company number
10506945
Registered office
5th Floor
85 Strand
London
WC2R 0DW
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
RSBG Investment Holding Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 20
RSBG Investment Holding Limited
Strategic Report
For the year ended 31 December 2023
Page 1
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
The principal activity of the organisation is a holding company with a number of direct and indirect investments.
The principal activities of the group during the year encompassed all disciplines of architecture, consulting, engineering and project management, including specialist areas such as economic, environment & social value analysis, mechanical and electrical, building structures, civil engineering, land development and regeneration infrastructure, traffic & transportation, rail, digital consultancy & intelligent transportation systems, waste management, water, wastewater, environmental, sustainability, facilities management and property services. The group also undertook research, brand strategy and design consultancy services.
Principal risks and uncertainties
The primary trends and factors with the potential for affecting the business primarily arise from external factors. The continuing effect of global instability (war in Ukraine and the Middle East) alongside considerable inflation and higher interest rates remains the greatest risk to short term investment in both public and private sector markets. The government’s commitment to spending – especially with regards the north of England e.g. HS2) – was challenged in 2023 at both national and regional levels. We foresee specific challenges in 2024; the upcoming general election can cause uncertainty and, regardless of the outcome, difficult decisions for the government across the rest of the year and beyond regarding spending will need to be made. This presents both a risk and an opportunity to our business and our response must be to retain an agile, efficient, and well-diversified business model to weather such uncertainty. A cornerstone of our strategy is supporting our staff: we believe a motivated, knowledgeable, and empowered talent pool helps our firm excel in a fast-changing world. Similarly, longer-term, the climate and biodiversity emergency present a significant threat to our business, the construction industry, the UK, and the wider world. This means organisations such as ours must act now as well as challenging our peers and partners on their own practices and commitments.
Development and performance
Profit for the financial year decreased to £2.0m (2022: £2.5m) driven by a decrease in dividends receivable from group companies from £2.5m to £2.0m. Profit for the financial year and dividends receivable are KPIs for the company.
J B Grady
Director
22 March 2024
RSBG Investment Holding Limited
Directors' Report
For the year ended 31 December 2023
Page 2
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £2,000,000 (2022: £2,500,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J B Grady
S Carter
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
RSBG Investment Holding Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 3
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
J B Grady
Director
22 March 2024
RSBG Investment Holding Limited
Independent Auditor's Report
To the Members of RSBG Investment Holding Limited
Page 4
Opinion
We have audited the financial statements of RSBG Investment Holding Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement Of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 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.
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's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 directors' 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.
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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
RSBG Investment Holding Limited
Independent Auditor's Report (Continued)
To the Members of RSBG Investment Holding Limited
Page 5
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the 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 the 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 or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 Directors' Responsibilities Statement, 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.
RSBG Investment Holding Limited
Independent Auditor's Report (Continued)
To the Members of RSBG Investment Holding Limited
Page 6
Auditor's 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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
RSBG Investment Holding Limited
Independent Auditor's Report (Continued)
To the Members of RSBG Investment Holding Limited
Page 7
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.
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.
Rebecca Shields
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
28 March 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
RSBG Investment Holding Limited
Statement of Comprehensive Income
For the year ended 31 December 2023
Page 8
2023
2022
Notes
£
£
Administrative expenses
(8,753)
(4,373)
Other operating income
4,000
Operating loss
3
(8,753)
(373)
Interest receivable and similar income
6
2,000,000
2,500,000
Profit before taxation
1,991,247
2,499,627
Tax on profit
7
(537)
Profit for the financial year
1,991,247
2,499,090
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
RSBG Investment Holding Limited
Statement of Financial Position
As at 31 December 2023
Page 9
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
97,768,624
97,768,624
Current assets
Debtors
11
610,384
530,384
Cash at bank and in hand
7,320
94,022
617,704
624,406
Creditors: amounts falling due within one year
12
(815,954)
(813,903)
Net current liabilities
(198,250)
(189,497)
Net assets
97,570,374
97,579,127
Capital and reserves
Called up share capital
13
38,288,932
38,288,932
Share premium account
13
338,599
338,599
Profit and loss reserves
14
58,942,843
58,951,596
Total equity
97,570,374
97,579,127
The financial statements were approved by the board of directors and authorised for issue on 22 March 2024 and are signed on its behalf by:
J B Grady
Director
Company Registration No. 10506945
RSBG Investment Holding Limited
Statement of Changes in Equity
For the year ended 31 December 2023
Page 10
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
38,288,930
50,963,790
645,735
89,898,455
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
2,499,090
2,499,090
Issue of share capital
13
2
7,681,580
-
7,681,582
Dividends
8
-
-
(2,500,000)
(2,500,000)
Reduction of share premium
13
(58,306,771)
(58,306,771)
Transfer of share premium
13
-
-
58,306,771
58,306,771
Balance at 31 December 2022
38,288,932
338,599
58,951,596
97,579,127
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,991,247
1,991,247
Dividends
8
-
-
(2,000,000)
(2,000,000)
Balance at 31 December 2023
38,288,932
338,599
58,942,843
97,570,374
RSBG Investment Holding Limited
Statement of Cash Flows
For the year ended 31 December 2023
Page 11
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
16
(86,702)
(20,920)
Income taxes paid
(2,551)
Net cash outflow from operating activities
(86,702)
(23,471)
Investing activities
Purchase of investments
(7,342,982)
Dividends received
2,000,000
2,500,000
Net cash generated from/(used in) investing activities
2,000,000
(4,842,982)
Financing activities
Proceeds from issue of shares
7,342,982
Dividends paid
(2,000,000)
(2,500,000)
Net cash (used in)/generated from financing activities
(2,000,000)
4,842,982
Net decrease in cash and cash equivalents
(86,702)
(23,471)
Cash and cash equivalents at beginning of year
94,022
117,493
Cash and cash equivalents at end of year
7,320
94,022
RSBG Investment Holding Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 12
1
Accounting policies
Company information
RSBG Investment Holding Limited is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is 5th Floor, 85 Strand, London, United Kingdom, WC2R 0DW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company will be able to meet its liabilities as they fall due for the foreseeable future (and at least a period of 12 months beyond the date of approval of these financial statements). This is based on their assessment of the finance and support available to the company (including that of fellow group companies) and their consideration of the impact of external factors. Having considered these factors, they have concluded that there is no significant impact to the going concern status of the company, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 13
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 14
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 15
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Operating loss
2023
2022
Operating loss for the year is stated after (crediting):
£
£
Exchange gains
(177)
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 16
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,200
3,350
Other services
3,050
850
6,250
4,200
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
6
Interest receivable and similar income
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
2,000,000
2,500,000
7
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
537
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
7
Taxation
(Continued)
Page 17
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
1,991,247
2,499,627
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
468,341
474,929
Tax effect of income not taxable in determining taxable profit
(470,400)
(475,000)
Group relief
2,059
Other permanent differences
608
Taxation charge for the year
-
537
8
Dividends
2023
2022
£
£
Final paid
2,000,000
2,500,000
9
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
10
97,768,624
97,768,624
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2023 & 31 December 2023
97,768,624
Carrying amount
At 31 December 2023
97,768,624
At 31 December 2022
97,768,624
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 18
10
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of shares held
% Held
Direct Indirect
RSBG UK Ltd
UK
Ordinary
100.00
-
Frischmann Prabhu India Design Services Pvt
India
Ordinary
-
100.00
Pell Frischmann Consultants Limited
UK
Ordinary
-
100.00
Pell Frischmann Consulting Engineers Limited (formerly Conseco International Limited)
UK
Ordinary
-
100.00
Desco (2011) Limited
UK
Ordinary
-
100.00
Desco Qatar Mechanical and Electrical Consulting Engineers WLL
Qatar
Ordinary
-
49.00
Desco (Design and Consultancy) Limited
UK
Ordinary
-
100.00
Decad (Asia) Inc
Phillippines
Ordinary
-
100.00
RSBGi Ltd
UK
Ordinary
100.00
100.00
PF Consulting Group Limited (formerly Pell Frischmann Consulting Engineers Limited)
UK
Ordinary
-
100.00
Pell Frischmann Limited
UK
Ordinary
-
100.00
4way Consulting Ltd
UK
Ordinary
-
100.00
MBC Group Limited
UK
Ordinary
-
100.00
McBains Cooper International Limited
UK
Ordinary
-
100.00
McBains Consulting Limited
UK
Ordinary
-
100.00
McBains Limited
UK
Ordinary
-
100.00
McBains Cooper Mexico, S.A. de C.V.
Mexico
Ordinary
-
100.00
McBains Cooper Hellas Technical Consulting S.A.
Greece
Ordinary
-
100.00
McBains Cooper Mexico Servicos, S.A. de C.V.
Mexico
Ordinary
-
100.00
Urban:Kind Limited
UK
Ordinary
-
100.00
Leslie Jones Architects Limited
UK
Ordinary
-
100.00
The Yard Creative Limited
UK
Ordinary
-
100.00
Genecon Limited
UK
Ordinary
-
100.00
The BCS Consulting Group Limited
UK
Ordinary
-
100.00
BCS Data Centres Limited
UK
Ordinary
-
100.00
BCS Italia S.r.I
Italy
Ordinary
-
100.00
BCS Business Critical Solutions Gmbh
Germany
Ordinary
-
100.00
The registered office for each subsidiary is available from the company secretary at the registered office of the company.
The following companies were dissolved in the year:
Pell Frischmann Information Technology Limited was dissolved on 2 May 2023.
Pell Frischmann Brown Beech Consulting Engineers Limited was dissolved on 21 March 2023.
McBains Cooper Consulting Limited was dissolved on 23 May 2023.
BCS Utilities Limited was dissolved on 26 December 2023.
BCS Critical Infrastructure Limited was dissolved on 26 December 2023.
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 19
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
610,384
530,384
12
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
530,384
530,384
Other creditors
279,320
279,319
Accruals and deferred income
6,250
4,200
815,954
813,903
13
Share capital and share premium
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
38,288,932
38,288,932
38,288,932
38,288,932
In the prior year:
1 Ordinary share was issued to the parent company, RSBG Infrastructure Technologies GmbH, on 20th May 2022, for £338,600.
1 Ordinary share was issued to the parent company, RSBG Infrastructure Technologies GmbH, on 13th December 2022, for £7,342,982.
Both issues were in relation to advances previously made to the company for acquisitions.
The company subsequently reduced their share premium by £58,306,771 on 14th December 2022 with a statement of solvency and transferred this to the profit and loss account.
14
Reserves
Share premium
Share premium comprise amounts paid in excess of share capital's nominal value, net of transfers to the profit and loss account.
Profit and loss account
The profit and loss account contains all transfers from share premium and all current and prior period retained earnings, net of dividends paid.
RSBG Investment Holding Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 20
15
Ultimate controlling party
The immediate parent company is Dorsch Global GmbH whose registered address is Frankfurt Airport Center 1, Hugo-Eckener-Ring, Geb. 234, HBK 43, 60549 Frankfurt am Main, Germany.
The ultimate controlling party of the company is RAG-Stiftung, a company registered in Germany.
The largest and smallest group of undertakings which prepares consolidated financial statements including the company is RAG-Stiftung. These financial statements may be obtained from RAG-Stiftung, Ruttenscheider Strasse 1-3, 45128 Essen, Germany.
16
Cash absorbed by operations
2023
2022
£
£
Profit for the year after tax
1,991,247
2,499,090
Adjustments for:
Taxation charged
537
Investment income
(2,000,000)
(2,500,000)
Movements in working capital:
Increase in debtors
(80,000)
(23,224)
Increase in creditors
2,051
2,677
Cash absorbed by operations
(86,702)
(20,920)
17
Analysis of changes in net funds
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
94,022
(86,702)
7,320
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