Company registration number 14469079 (England and Wales)
RFG HOLDINGS LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
RFG HOLDINGS LTD
CONTENTS
Page
Company information
1
Statement of financial position
2
Notes to the financial statements
3 - 8
RFG HOLDINGS LTD
COMPANY INFORMATION
- 1 -
Directors
N Fewings
(Appointed 8 November 2022)
N Hakimi
(Appointed 8 November 2022)
D Delonga
(Appointed 24 February 2023)
T Wirth
(Appointed 24 February 2023)
Company number
14469079
Registered office
6th Floor Kings House
9-10 Haymarket
London
SW1Y 4BP
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
RFG HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 2 -
2023
Notes
£
£
Fixed assets
Tangible assets
3
25,844
Current assets
Debtors
4
80,537
Cash at bank and in hand
1,515,064
1,595,601
Creditors: amounts falling due within one year
5
(1,178,716)
Net current assets
416,885
Total assets less current liabilities
442,729
Provisions for liabilities
(6,461)
Net assets
436,268
Capital and reserves
Called up share capital
6
999
Profit and loss reserves
435,269
Total equity
436,268
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 8 August 2024 and are signed on its behalf by:
N Fewings
Director
Company Registration No. 14469079
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
RFG Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor Kings House, 9-10 Haymarket, London, SW1Y 4BP.
1.1
Reporting period
The company was incorporated on 8 November 2022. This is the first accounting period and there is no comparative period.
1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 and the principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents commissions receivable for the provision of services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
25%-straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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.
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.
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.
1.9
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.
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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.12
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
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Total
6
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 8 November 2022
Additions
32,269
At 31 December 2023
32,269
Depreciation and impairment
At 8 November 2022
Depreciation charged in the period
6,425
At 31 December 2023
6,425
Carrying amount
At 31 December 2023
25,844
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
4
Debtors
2023
Amounts falling due within one year:
£
Trade debtors
63,085
Other debtors
17,452
80,537
5
Creditors: amounts falling due within one year
2023
£
Trade creditors
1,151
Amounts owed to group undertakings
999,499
Corporation tax
133,869
Other taxation and social security
28,998
Other creditors
15,199
1,178,716
6
Called up share capital
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
999
999
During the period, the company issued 999 ordinary shares of which 501 shares were classified as Ordinary 'A' shares and 498 shares as Ordinary 'B' shares.
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Philip Clark FCCA
Statutory Auditor:
TC Group
8
Related party transactions
During the period, the company received loans of £1,099,499 from, and made payments of £100,000 to, ROOF Group GmbH, its parent company. At the year end an amount of £999,499 was due to ROOF Group GmbH.
RFG HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
9
Directors' transactions
Transactions in relation to loans made to/(from) the directors are outlined in the table below:
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
N Fewings -
-
-
2,619
(3,674)
(1,055)
N Hakimi -
-
-
2,249
(3,258)
(1,009)
-
4,868
(6,932)
(2,064)
10
Parent company
The company's immediate parent company is ROOF Group GmbH, a company incorporated in Germany.
Consolidated group accounts are prepared by ROOF Group GmbH, a company incorporated in Germany. A copy of these can be obtained from its registered office at Bavariafilmplatz 7, 82031 Grunwald, Germany.