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REGISTERED NUMBER: 13437264 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

RGB INVESTMENT HOLDINGS LIMITED

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Statement of Cash Flows 14

Notes to the Consolidated Statement of Cash Flows 15

Notes to the Consolidated Financial Statements 17


RGB INVESTMENT HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: R Brearley
J W Dunn
M Johnston
D R Rhodes
M Thomas





REGISTERED OFFICE: Rixon Court 39-43 Rixon Road
Finedon Road Industrial Estate
Wellingborough
United Kingdom
NN8 4BA





REGISTERED NUMBER: 13437264 (England and Wales)





AUDITORS: Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
Statutory Auditor
Eagle House
28 Billing Road
Northampton
Northamptonshire
NN1 5AJ

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
The results for the year and financial position of the company are as shown in the annexed financial statements.

The company has produced a good financial performance in its second full year of trading. Total turnover on continuing operations decreased by £3,658,087 (10%) to £31,702,738. Net profit before tax was £1,012,342, representing a net margin of 3.2% on sales, a decrease of 1.9% on 2022 performance.

EBITDA delivered was £2,581,192.

Sales volumes for the company decreased in the region of 15% from the post-pandemic levels that we saw in 2022. The reason turnover did not decrease in line with this was largely down to the continuation of supply chain price increases being passed onto customers, however the company continued to shoulder some of the burden of these increases itself resulting in Gross Margins of 28.6% still well below 2021 levels. Significant effort and cost was put into improving the already efficient and cost-effective business to help ensure that net profit was still healthy despite the cost increases seen from areas such as rent (including a new 10-year lease) and rates, insurance, energy costs and the continued increases in the minimum wage.

Cash flow generated from operations remains strong and the company purchased capital expenditure totalling £825,482 during the year. Total capital and reserves at the year-end increased to a healthy £2,465,905.

PRINCIPAL RISKS AND UNCERTAINTIES
The company operates in a very competitive environment, focused on timely and efficient service, quality and price and is proven to be able to excel in it.

The issues arising from the Coronavirus pandemic continued to have an impact on trading within the industry in early 2023. Supply chain prices continued to fluctuate and the company continued with its Raw Material Surcharge policy until it was removed at the end of August. The company also continued to use its good reputation and excellent payment record with suppliers to ensure it was top of the list if/when it came to any supply decisions. During 2023 insurance and energy costs continued to rise, as did the minimum wage. However, the company has significant availability of cash which will enable it to deal with any further issues such as these. The company will continue to invest in new machinery, vehicles and staff development throughout 2024 to ensure that it is able to continue to prosper.


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

DISABLED EMPLOYEES
The Group's stated policy on equal opportunities, which includes people with disabilities, is currently as follows:

Subject to statutory law, people will be judged solely on merit and ability during recruitment, selection, training, development and promotion throughout their employment.

It is the policy of this Group to provide equal opportunities for all employees. The Group will also take every action possible to avoid discrimination on the grounds of sex, sexual orientation, gender reassignment, race, religion and belief, disability, age, or marriage and civil partnership.

The Group does not take disability into account in making decisions about employment, training and development, promotion or career development, except insofar as may be necessary for the consideration of making reasonable adjustments or due to the essential requirements of the job. The Group ensures to the best of its ability that job adverts and selection processes are free from discrimination.

Should an employee become disabled during employment the Group reviews with the employee and if appropriate medical and other specialist advisers whether there are any reasonable adjustments that are needed and can be made to assist the employee to remain at work and to support them in carrying out that work.

EMPLOYEE INVOLVEMENT
Employees are advised of significant changes and updates on matters that affect them via Group companies' notice boards and emails. Where appropriate they are consulted either on an individual or group basis or by appointment of employee representatives as appropriate to the matters raised.

KEY PERFORMANCE INDICATORS
The directors consider that turnover, gross profit and net profit before tax are the key performance indicators of the business. These key performance indicators are commercially sensitive and are closely monitored internally.

SIGNED BY ORDER OF THE DIRECTORS:





R Brearley - Director


12 September 2024

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the manufacturing of UPVC windows and doors.

DIVIDENDS
Interim dividends of £624,450 were voted during the period.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

R Brearley
J W Dunn
M Johnston
D R Rhodes
M Thomas

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group 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 then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


AUDITORS
The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

SIGNED BY ORDER OF THE DIRECTORS:





R Brearley - Director


12 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RGB INVESTMENT HOLDINGS LIMITED


Opinion
We have audited the financial statements of Rgb Investment Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 of the parent company affairs as at 31 December 2023 and of the group's 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 Auditors' 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 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 group's and the parent 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RGB INVESTMENT HOLDINGS LIMITED


Opinions on other matters 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RGB INVESTMENT HOLDINGS LIMITED


Auditors' 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 a Report of the Auditors 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 obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included enquirers of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.




Robyn Liddell (Senior Statutory Auditor)
for and on behalf of Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
Statutory Auditor
Eagle House
28 Billing Road
Northampton
Northamptonshire
NN1 5AJ

24 September 2024

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   

TURNOVER 3 31,702,738 35,360,825

Cost of sales 22,646,192 25,609,323
GROSS PROFIT 9,056,546 9,751,502

Administrative expenses 7,560,439 7,489,359
1,496,107 2,262,143

Other operating income 12,125 7,932
OPERATING PROFIT 5 1,508,232 2,270,075

Interest receivable and similar income 13,450 -
1,521,682 2,270,075

Interest payable and similar expenses 6 509,340 462,279
PROFIT BEFORE TAXATION 1,012,342 1,807,796

Tax on profit 7 291,456 339,101
PROFIT FOR THE FINANCIAL YEAR 720,886 1,468,695

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

720,886

1,468,695

Profit attributable to:
Owners of the parent 720,886 1,468,695

Total comprehensive income attributable to:
Owners of the parent 720,886 1,468,695

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 3,927,161 4,488,185
Tangible assets 11 2,136,062 1,809,160
Investments 12 - -
6,063,223 6,297,345

CURRENT ASSETS
Stocks 13 2,106,958 1,614,219
Debtors 14 3,424,113 4,314,698
Cash at bank and in hand 303,065 282,593
5,834,136 6,211,510
CREDITORS
Amounts falling due within one year 15 5,769,093 5,757,213
NET CURRENT ASSETS 65,043 454,297
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,128,266

6,751,642

CREDITORS
Amounts falling due after more than one
year

16

(3,227,541

)

(4,018,144

)

PROVISIONS FOR LIABILITIES 20 (434,820 ) (364,029 )
NET ASSETS 2,465,905 2,369,469

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Share premium 22 1,149,000 1,149,000
Retained earnings 22 1,315,905 1,219,469
SHAREHOLDERS' FUNDS 2,465,905 2,369,469

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2024 and were signed on its behalf by:




R Brearley - Director



M Johnston - Director


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 12,227,249 12,227,249
12,227,249 12,227,249

CURRENT ASSETS
Cash at bank 101 -

CREDITORS
Amounts falling due within one year 15 7,180,858 8,687,518
NET CURRENT LIABILITIES (7,180,757 ) (8,687,518 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,046,492

3,539,731

CREDITORS
Amounts falling due after more than one
year

16

1,757,320

2,357,319
NET ASSETS 3,289,172 1,182,412

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Share premium 22 1,149,000 1,149,000
Retained earnings 22 2,139,172 32,412
SHAREHOLDERS' FUNDS 3,289,172 1,182,412

Company's profit for the financial year 2,731,210 766,825

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2024 and were signed on its behalf by:




R Brearley - Director



M Johnston - Director


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 1,000 416,134 1,149,000 1,566,134

Changes in equity
Dividends - (665,360 ) - (665,360 )
Total comprehensive income - 1,468,695 - 1,468,695
Balance at 31 December 2022 1,000 1,219,469 1,149,000 2,369,469

Changes in equity
Dividends - (624,450 ) - (624,450 )
Total comprehensive income - 720,886 - 720,886
Balance at 31 December 2023 1,000 1,315,905 1,149,000 2,465,905

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 1,000 (69,053 ) 1,149,000 1,080,947

Changes in equity
Dividends - (665,360 ) - (665,360 )
Total comprehensive income - 766,825 - 766,825
Balance at 31 December 2022 1,000 32,412 1,149,000 1,182,412

Changes in equity
Dividends - (624,450 ) - (624,450 )
Total comprehensive income - 2,731,210 - 2,731,210
Balance at 31 December 2023 1,000 2,139,172 1,149,000 3,289,172

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 3,208,337 3,162,561
Interest paid (481,722 ) (457,771 )
Interest element of hire purchase
payments paid

(27,618

)

(4,508

)
Tax paid (284,610 ) (892,960 )
Net cash from operating activities 2,414,387 1,807,322

Cash flows from investing activities
Purchase of tangible fixed assets (168,977 ) (235,507 )
Sale of tangible fixed assets 10,917 40,382
Interest received 13,450 -
Net cash from investing activities (144,610 ) (195,125 )

Cash flows from financing activities
New loans in year - 185,950
Loan repayments in year (600,000 ) (641,654 )
Loan notes issued/(repaid) (600,000 ) (617,681 )
Capital repayments in year (112,312 ) -
Invoice discounting advanced (312,543 ) 141,644
Equity dividends paid (624,450 ) (665,360 )
Net cash from financing activities (2,249,305 ) (1,597,101 )

Increase in cash and cash equivalents 20,472 15,096
Cash and cash equivalents at
beginning of year

2

282,593

267,497

Cash and cash equivalents at end of
year

2

303,065

282,593

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Profit before taxation 1,012,342 1,807,796
Depreciation charges 1,059,510 1,049,385
Profit on disposal of fixed assets (10,917 ) (15,168 )
Finance costs 509,340 462,279
Finance income (13,450 ) -
2,556,825 3,304,292
Increase in stocks (492,739 ) (303,026 )
Decrease in trade and other debtors 870,180 855,654
Increase/(decrease) in trade and other creditors 274,071 (694,359 )
Cash generated from operations 3,208,337 3,162,561

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 303,065 282,593
Year ended 31 December 2022
31/12/22 1/1/22
£    £   
Cash and cash equivalents 282,593 267,497


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£    £    £    £   
Net cash
Cash at bank
and in hand 282,593 20,472 303,065
282,593 20,472 303,065
Debt
Finance leases (144,296 ) 112,406 - (688,395 )
Debts falling due
within 1 year (600,000 ) - - (600,000 )
Debts falling due
after 1 year (1,550,000 ) 600,000 - (950,000 )
(2,294,296 ) 712,406 - (2,238,395 )
Total (2,011,703 ) 732,878 - (1,935,330 )

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Rgb Investment Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The consolidated accounts comprise the accounts of the holding company and its subsidiaries, Glazerite Windows Limited, Trade Frames Holdings Limited, The Glazerite UK Group Limited and Glazerite (East) Limited. 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.

Subsidiaries
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Goodwill, being the amount paid in connection with the aquisition of businesses in 2021. It is being amortised over its estimated useful life of 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - Straight line over 5 years
Plant and machinery - Straight line over 10 years
Fixtures and fittings - Straight line over 5 years
Motor vehicles - Straight line over 5 years

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Financial instruments
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Sale of goods 31,702,738 35,360,825
31,702,738 35,360,825

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 7,164,700 6,975,705
Social security costs 633,365 637,368
Other pension costs 158,503 165,130
7,956,568 7,778,203

The average number of employees during the year was as follows:
2023 2022

Production 213 222
Administration 72 69
285 291

2023 2022
£    £   
Directors' remuneration 85,293 76,206
Directors' pension contributions to money purchase schemes 35,717 20,636

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 5 5

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Hire of plant and machinery 416,481 299,980
Other operating leases 784,314 687,032
Depreciation - owned assets 437,827 474,476
Depreciation - assets on hire purchase contracts 60,753 13,885
Profit on disposal of fixed assets (10,917 ) (15,168 )
Goodwill amortisation 561,024 561,023
Auditors' remuneration 21,335 19,498

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank loan interest 84,810 94,096
Other interest payable 396,912 363,675
Hire purchase 27,618 4,508
509,340 462,279

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 220,672 382,996
Over/under provision in prior
year (8 ) (8 )
Total current tax 220,664 382,988

Deferred tax 70,792 (43,887 )
Tax on profit 291,456 339,101

UK corporation tax has been charged at 25 % (2022 - 19 %).

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 1,012,342 1,807,796
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2022 - 19 %)

253,086

343,481

Effects of:
Expenses not deductible for tax purposes 13,065 38,071
Depreciation in excess of capital allowances - 6,199
Adjustments to tax charge in respect of previous periods (8 ) (8 )
Movement in deferred tax (13,880 ) (28,662 )
Amortisation 140,256 106,594
Research and Development allowance - (53,123 )
Expenses allowable for tax (94,831 ) (49,981 )
Super deduction (7,625 ) (12,936 )
Depreciation on ineligible assets 1,393 -
Change in deferred tax rate - (10,534 )
Total tax charge 291,456 339,101

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. DIVIDENDS

2023 2022
£ £

Aggregate dividends - Interim 624,450 665,360

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 5,610,231
AMORTISATION
At 1 January 2023 1,122,046
Amortisation for year 561,024
At 31 December 2023 1,683,070
NET BOOK VALUE
At 31 December 2023 3,927,161
At 31 December 2022 4,488,185

The goodwill resulted from the acquisition of fair value assets and liabilities acquired from the subsidiary companies, after the purchase of The Glazerite UK Group Limited on 9th July 2021.

11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 January 2023 130,709 1,853,382 82,768
Additions - 637,311 -
Disposals - - -
At 31 December 2023 130,709 2,490,693 82,768
DEPRECIATION
At 1 January 2023 58,333 381,730 67,088
Charge for year 31,369 337,623 6,223
Eliminated on disposal - - -
At 31 December 2023 89,702 719,353 73,311
NET BOOK VALUE
At 31 December 2023 41,007 1,771,340 9,457
At 31 December 2022 72,376 1,471,652 15,680

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. TANGIBLE FIXED ASSETS - continued

Group

Motor Office
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 376,387 138,829 2,582,075
Additions 137,989 50,182 825,482
Disposals (26,361 ) - (26,361 )
At 31 December 2023 488,015 189,011 3,381,196
DEPRECIATION
At 1 January 2023 223,090 42,674 772,915
Charge for year 80,825 42,540 498,580
Eliminated on disposal (26,361 ) - (26,361 )
At 31 December 2023 277,554 85,214 1,245,134
NET BOOK VALUE
At 31 December 2023 210,461 103,797 2,136,062
At 31 December 2022 153,297 96,155 1,809,160

The net book value of tangible fixed assets includes £ 768,118 (2022 - £ 172,065 ) in respect of assets held under hire purchase contracts.

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 12,227,249
NET BOOK VALUE
At 31 December 2023 12,227,249
At 31 December 2022 12,227,249

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Glazerite Windows Limited
Registered office: Rixon Court 39-43 Rixon Road, Finedon Road Industrial, Estate Wellingborough, Northamptonshire, NN8 4BA.
Nature of business: Manufacture of UPVC windows and doors
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 7,524,119 7,273,692
Profit for the year 874,877 1,650,876

Glazerite (East) Limited
Registered office: John Wesley Road, Werrington, Peterborough, Cambridgeshire, PE4 6ZL.
Nature of business: Manufacture of UPVC windows and doors
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 822,892 2,522,620
Profit for the year 550,272 577,419

The Glazerite UK Group Limited
Registered office: Rixon Court 39-43 Rixon Road, Finedon Road Industrial, Estate Wellingborough, Northamptonshire, NN8 4BA.
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 14,123 14,124
Profit for the year 2,874,449 665,317

Trade Frame Holdings Limited
Registered office: Rixon Court 39-43 Rixon Road, Finedon Road Industrial, Estate Wellingborough, Northamptonshire, NN8 4BA.
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
2023 2022
£    £   
Aggregate capital and reserves 19,598 19,598
Profit for the year 2,250,000 -


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


13. STOCKS

Group
2023 2022
£    £   
Raw materials 2,106,958 1,614,219

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2023 2022
£    £   
Trade debtors 2,874,327 3,715,314
Other debtors 107,756 235,671
Tax 82,664 103,069
Prepayments and accrued income 359,366 260,644
3,424,113 4,314,698

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 17) 600,000 600,000 - -
Hire purchase contracts (see note 18) 168,174 33,471 - -
Trade creditors 2,511,039 1,672,357 - -
Amounts owed to group undertakings - - 6,554,666 8,055,850
Tax 66,715 151,066 - -
Social security and other taxes 137,934 134,214 - -
VAT 286,846 362,535 - -
Other creditors 1,820,376 2,168,924 600,000 600,000
Accruals and deferred income 178,009 634,646 26,192 31,668
5,769,093 5,757,213 7,180,858 8,687,518

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans (see note 17) 950,000 1,550,000 - -
Hire purchase contracts (see note 18) 520,221 110,825 - -
Other creditors 1,657,320 2,257,319 1,657,320 2,257,319
Directors' loan accounts 100,000 100,000 100,000 100,000
3,227,541 4,018,144 1,757,320 2,357,319

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued

The loan notes included within other creditors falling due after more than one year, are due for repayment as follows:

£
Within 1-2 years 600,000
Within 2-5 years 1,657,320
2,257,320

17. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank loans 600,000 600,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 600,000 600,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 350,000 950,000

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 168,174 33,471
Between one and five years 520,221 110,825
688,395 144,296

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 922,889 946,041
Between one and five years 2,573,704 2,548,597
In more than five years 777,389 1,106,799
4,273,982 4,601,437

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


19. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans 1,550,000 2,150,000 - -
Other creditors 2,257,320 2,857,319 2,257,320 2,857,319
Bank financing facility 1,188,519 1,501,062 - -
4,995,839 6,508,381 2,257,320 2,857,319

The loan notes included within other creditors have interest charged at an annual rate of 5%, and are secured by a fixed and floating charge over all the undertakings of the group.

Shawbrook Bank Limited hold a fixed and floating charge over all the property and undertaking of the group regarding the bank loan and invoice financing facility.

20. PROVISIONS FOR LIABILITIES

Group
2023 2022
£    £   
Deferred tax 434,820 364,029

Group
Deferred
tax
£   
Balance at 1 January 2023 364,029
Decelerated capital allowances 70,791
Balance at 31 December 2023 434,820

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary A £1 100 100
600 Ordinary B £1 600 600
300 Ordinary C £1 300 300
1,000 1,000

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


22. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 1,219,469 1,149,000 2,368,469
Profit for the year 720,886 720,886
Dividends (624,450 ) (624,450 )
At 31 December 2023 1,315,905 1,149,000 2,464,905

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 32,412 1,149,000 1,181,412
Profit for the year 2,731,210 2,731,210
Dividends (624,450 ) (624,450 )
At 31 December 2023 2,139,172 1,149,000 3,288,172


23. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 85,936 (2022 - £ 79,283 ) was paid.

24. ULTIMATE CONTROLLING PARTY

The controlling party is R Brearley.