Company registration number 14019886 (England and Wales)
BRODY HOUSE HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
BRODY HOUSE HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
BRODY HOUSE HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Intangible assets
3
11,903
Investments
4
3,190,485
3,202,388
Current assets
Trade and other receivables
5
3,296,502
Cash and cash equivalents
101,744
1
3,398,246
1
Current liabilities
6
(3,341,777)
(960)
Net current assets/(liabilities)
56,469
(959)
Net assets/(liabilities)
3,258,857
(959)
Equity
Called up share capital
7
5,162
1
Other reserves
3,532,292
Retained earnings
(278,597)
(960)
Total equity
3,258,857
(959)
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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.
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.
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 17 January 2025 and are signed on its behalf by:
A O V Grundberg
Director
Company registration number 14019886 (England and Wales)
BRODY HOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Brody House Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 78 York Street, London, W1H 1DP.
1.1
Reporting period
The comparative figures are presented for the period from incorporation on 1 April 2022 to 31 December 2022 and so are not entirely comparable.
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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Website
5 years straight line
Trademarks
Over the term of the trademark
1.4
Non-current 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 the income statement.
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.
1.5
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
BRODY HOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
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.
1.6
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.
1.7
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 trade and other receivables 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.
Impairment of financial assets
Financial assets, other than those held at fair value through the statement of income, 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 the statement of income.
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 the statement of income.
BRODY HOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
2
Employees
The average monthly number of persons employed by the company during the year was:
2023
2022
Number
Number
Total
1
BRODY HOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
3
Intangible fixed assets
Website
Trademarks
Total
£
£
£
Cost
At 1 January 2023
Additions
8,598
4,554
13,152
At 31 December 2023
8,598
4,554
13,152
Amortisation and impairment
At 1 January 2023
Amortisation charged for the year
860
389
1,249
At 31 December 2023
860
389
1,249
Carrying amount
At 31 December 2023
7,738
4,165
11,903
At 31 December 2022
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
3,190,485
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
-
Additions
3,190,485
At 31 December 2023
3,190,485
Carrying amount
At 31 December 2023
3,190,485
At 31 December 2022
-
5
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,296,502
BRODY HOUSE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
6
Current liabilities
2023
2022
£
£
Trade payables
5,512
Amounts owed to group undertakings
202,086
Taxation and social security
33
Other payables
3,134,146
960
3,341,777
960
Included within other payables is £2,570,568 of convertible bonds. The Board is in discussion with Catco Inc, the holder of these convertible liabilities, about their conversion into shares in the company.
7
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
5,162
1
5,162
1
On 1 April 2022 1 ordinary share of £1 was issued for cash at par to create the company's capital base.
On 30 June 2023, 5,161 Ordinary shares of £1.00 each were issued in exchange for the transfer of shares in Brody House International Limited (registered in Malta), creating a merger reserve of £3,532,292.
8
Related party transactions
At the reporting date £45,683 (2022: £nil) was due from 111 Mernoki Iroda Kft, including accrued interest of £6,100. Interest is charged on the loan at a rate of 3% per annum. The loan is denoted in HUF, which created a foreign exchange loss of £1,085 during the year, included within administrative expenses.
At the reporting date £937,429 (2022: £nil) was due from Brody House Kft, including accrued interest of £130,784. Interest is charged on the loan at a rate of 3% per annum. The loan is denoted in HUF, which created a foreign exchange loss of £21,752 during the year, included within administrative expenses.
At the reporting date £528,354 (2022: £nil) was due from BrodyTen Kft, including accrued interest of £354,178. Interest is charged on the loan at a rate of 3% per annum. The loan is denoted in HUF, which created a foreign exchange loss of £16,184 during the year, included within administrative expenses.
At the reporting date £170,832 (2022: £nil) was due from The Workshop BP Kft, including accrued interest of £11,454. Interest is charged on the loan at a rate of 3% per annum. The loan is denoted in HUF, which created a foreign exchange loss of £4,054 during the year, included within administrative expenses.
At the reporting date £1,587,122 (2022: £nil) was due from TLQ-PE16 Kft, including accrued interest of £436,091. Interest is charged on the loan at a rate of 3% per annum. The loan is denoted in HUF, which created a foreign exchange loss of £78,580 during the year, included within administrative expenses.
At the reporting date £202,086 (2022: £nil) was due to 038VRS Kft. The loan is interest free and repayable on demand.
All of the above companies are 100% subsidiaries of Brody House Holdings Limited.