Company registration number SC682897 (Scotland)
R.F. BROWN HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
PAGES FOR FILING WITH REGISTRAR
R.F. BROWN HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 8
R.F. BROWN HOLDINGS LIMITED
BALANCE SHEET
AS AT
29 FEBRUARY 2024
29 February 2024
- 1 -
29 February 2024
28 February 2023
Notes
£
£
£
£
Fixed assets
Investments
4
5,923,368
4,237,282
Current assets
Debtors
5
336,208
11,721
Cash at bank and in hand
88,216
1,046
424,424
12,767
Creditors: amounts falling due within one year
6
(2,343,843)
(2,039,602)
Net current liabilities
(1,919,419)
(2,026,835)
Total assets less current liabilities
4,003,949
2,210,447
Creditors: amounts falling due after more than one year
7
(3,981,265)
(2,338,883)
Provisions for liabilities
(66,477)
Net assets/(liabilities)
22,684
(194,913)
Capital and reserves
Called up share capital
10
25
14
Share premium account
252,664
141,695
Equity reserve
49,321
49,321
Profit and loss reserves
(279,326)
(385,943)
Total equity
22,684
(194,913)
R.F. BROWN HOLDINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
29 FEBRUARY 2024
29 February 2024
- 2 -
For the financial year ended 29 February 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 29 November 2024 and are signed on its behalf by:
C A Barraclough
A Watt
Director
Director
Company registration number SC682897 (Scotland)
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 3 -
1
Accounting policies
Company information
R.F. Brown Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Leckie Drive, Allanshaw Industrial Estate, Hamilton, United Kingdom, ML3 9FN.
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 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. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements the directors have a reasonable expectation that, due to the positive trading of R.F. Brown Limited - the entity's wholly owned subsidiary, the entity 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.
1.3
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.
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 4 -
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 balance sheet 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.
1.6
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.7
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.
1.8
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 profit and loss account 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.
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 profit and loss account, 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.
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 5 -
1.9
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.
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
4
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
5,923,368
4,237,282
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 March 2023
4,237,282
Additions
1,686,086
At 29 February 2024
5,923,368
Carrying amount
At 29 February 2024
5,923,368
At 28 February 2023
4,237,282
During the year, R.F. Brown Holdings Limited acquired the entire share capital of Forth Containers Limited.
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
280,000
Other debtors
30,366
11,721
310,366
11,721
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset
25,842
Total debtors
336,208
11,721
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
6,195
7,704
Amounts owed to group undertakings
1,957,909
1,833,679
Other creditors
379,739
198,219
2,343,843
2,039,602
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 7 -
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Convertible loans
2,271,265
2,338,883
Other creditors
1,710,000
3,981,265
2,338,883
8
Convertible loan notes
2024
2023
£
£
Liability component of convertible loan notes
2,271,265
2,338,883
The convertible loan notes were issued on 17 February 2021 at an issue price of £0.001 per note. The notes are convertible into ordinary shares of the company at any time before the redemption date which is 5 years and 1 day from the date of issue.The conversion price is at a £10 per ordinary share.
If the notes have not been converted, they will be redeemed on the redemption date. Interest of 10% will be paid annually up until that date.
The interest expensed for the year is calculated by applying an effective interest rate of 10% to the liability component of the loan notes. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.
The effective rate of interest is 10%.
The equity component of the convertible loan notes has been credited to the equity reserve.
9
Securities
At the year end Foresight Group LLP held two floating charges against the whole property including uncalled share capital.
R.F. BROWN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 8 -
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A1 Shares of 0.1p each
13,738
8,225
14
8
Ordinary A2 Shares of 0.1p each
5,888
3,525
6
4
Ordinary B Shares of 0.1p each
5,646
2,424
5
2
25,272
14,174
25
14
During the year the company issued 5,513 Ordinary A1 shares, 2,363 Ordinary A2 shares and 3,222 Ordinary B shares at £10 per share.