Company registration number 08709240 (England and Wales)
RFC BEARWOOD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
RFC BEARWOOD LIMITED
COMPANY INFORMATION
Directors
N Niruttinanon
X Hawken
Y Dai
D Pang
Company number
08709240
Registered office
Select Car Leasing Stadium
Junction 11
M4
Reading
Berkshire
RG2 0FL
Auditor
Myers Clark
Egale 1
80 St Albans Road
Watford
Hertfordshire
WD17 1DL
RFC BEARWOOD LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
9 - 12
RFC BEARWOOD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The directors present their annual report and financial statements for the year ended 30 June 2023.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

N Niruttinanon
X Hawken
Y Dai
D Pang
Future developments

As disclosed in note 1.2, the financial statements have been drawn up on the basis that the company is a going concern. The validity of the going concern basis of accounting depends on the continuing support of the group and the ability of the immediate parent company to continue to trade. The group companies have confirmed that they will not seek repayment of their loans to the company unless the company's cash flow permits repayment to be made without jeopardising the company's ability to continue as a going concern. The immediate parent company has prepared cash flow forecasts which indicate that it will need additional funds over the next 12 months and it is uncertain whether those additional funds will be available and on this basis there exists a material uncertainty. If the immediate parent company was unable to continue to trade then it casts significant doubts on the company's own ability to continue as a going concern and therefore it may not be able to realise its assets and discharge its liabilities in the normal course of business.

Auditor

In accordance with the company's articles, a resolution proposing that Myers Clark be reappointed as auditor of the company will be put at a General Meeting.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
D Pang
Director
24 March 2025
RFC BEARWOOD LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -

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:

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.

RFC BEARWOOD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RFC BEARWOOD LIMITED
- 3 -
Opinion

We have audited the financial statements of RFC Bearwood Limited (the 'company') for the year ended 30 June 2023 which comprise the profit and loss account, the balance sheet 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 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:

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 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.

Material uncertainty in relation to going concern

We draw attention to note 1.2 in the financial statements which indicates that the company is reliant on the continuing support of the group and the ability of the immediate parent company to continue to trade. As stated in note 1.2 these events or conditions indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

 

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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

RFC BEARWOOD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RFC BEARWOOD LIMITED (CONTINUED)
- 4 -
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 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:

 

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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

RFC BEARWOOD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RFC BEARWOOD LIMITED (CONTINUED)
- 5 -
Identifying and assesing risks of material misstatement in respect of irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following;

 

- identifying, evaluating and complying with laws and regulation and whether they were aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

 

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate.

Audit response to risks identified

As a result of performing the above, we identified management override of controls as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. Our procedures to respond to risks identified included the following:

 

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

RFC BEARWOOD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RFC BEARWOOD LIMITED (CONTINUED)
- 6 -

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 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.

Paul Windmill (Senior Statutory Auditor)
For and on behalf of Myers Clark, Statutory Auditor
Chartered Accountants
Egale 1
80 St Albans Road
Watford
Hertfordshire
WD17 1DL
25 March 2025
RFC BEARWOOD LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
2023
2022
£
£
Administrative expenses
(874,599)
(865,406)
Loss before taxation
(874,599)
(865,406)
Tax on loss
-
0
-
0
Loss for the financial year
(874,599)
(865,406)
RFC BEARWOOD LIMITED
BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
41,232,495
41,582,284
Current assets
Debtors
4
-
0
1,382
Cash at bank and in hand
10,183
53,558
10,183
54,940
Creditors: amounts falling due within one year
5
(39,017,957)
(38,537,904)
Net current liabilities
(39,007,774)
(38,482,964)
Net assets
2,224,721
3,099,320
Capital and reserves
Called up share capital
6
1
1
Profit and loss reserves
2,224,720
3,099,319
Total equity
2,224,721
3,099,320

These financial statements have been prepared 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 24 March 2025 and are signed on its behalf by:
D Pang
Director
Company registration number 08709240 (England and Wales)
RFC BEARWOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 9 -
1
Accounting policies
Company information

RFC Bearwood Limited is a private company limited by shares incorporated in England and Wales. The registered office is Select Car Leasing Stadium, Junction 11, M4, Reading, Berkshire, RG2 0FL.

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

The financial statements have been drawn up on the basis that the company is a going concern. The validity of the going concern basis of accounting depends on the continuing support of the group and the ability of the immediate parent company to continue to trade. The group companies have confirmed that they will not seek repayment of their loans to the company unless the company's cash flow permits repayment to be made without jeopardising the company's ability to continue as a going concern. The immediate parent company has prepared cash flow forecasts which indicate that it will need additional funds over the next 12 months and it is uncertain whether those additional funds will be available and on this basis there exists a material uncertainty. If the immediate parent company was unable to continue to trade then it casts significant doubts on the company's own ability to continue as a going concern and therefore it may not be able to realise its assets and discharge its liabilities in the normal course of business. true

1.3
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.

Land and buildings are valued in line with the depreciated replacement cost method and represent costs in connection with the acquisition and development of the property.

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:
Land and buildings Freehold
straight line over 50 years

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.

1.4
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.

RFC BEARWOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 10 -
1.5
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.

1.6
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.

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.

Basic financial liabilities

Basic financial liabilities, which include payables within one year are initially recognised at transactions price including transaction costs and are subsequently measured at the undiscounted amount of the cash or consideration expected to be paid.

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
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.

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.

RFC BEARWOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
3
Tangible fixed assets
Land and buildings
£
Cost
At 1 July 2022
43,205,153
Additions
524,810
At 30 June 2023
43,729,963
Depreciation and impairment
At 1 July 2022
1,622,869
Depreciation charged in the year
874,599
At 30 June 2023
2,497,468
Carrying amount
At 30 June 2023
41,232,495
At 30 June 2022
41,582,284
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
-
0
1,382
5
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
(130)
20,322
Amounts owed to group undertakings
39,011,082
38,512,582
Other creditors
7,005
5,000
39,017,957
38,537,904
6
Called up share capital
2023
2022
£
£
Issued and fully paid
1 Ordinary share of £1 each
1
1
7
Related party transactions
RFC BEARWOOD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
7
Related party transactions
(Continued)
- 12 -

The company has taken advantage of the exemption available in accordance with FRS 102, paragraph 33.1A not to disclose transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

8
Parent company

The immediate parent company is The Reading Football Club Limited, a company registered in England and Wales, and the ultimate parent company and controlling party is Great Shine International Limited, a company incorporated in Hong Kong. The ultimate controlling party is Mr Yongge Dai by virtue of his shareholding in Great Shine International Limited.

 

For the year ended 30 June 2023, Renhe Sports Management Company Limited, the immediate parent company of The Reading Football Club Limited and a company incorporated in England and Wales, prepares group financial statements and copies can be obtained from Select Car Leasing Stadium, Reading, RG2 0FL.

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