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Registration number: 07092380

Prepared for the registrar

Brightborough Capital Limited

Annual Report and Financial Statements

for the Year Ended 30 September 2024

 

Brightborough Capital Limited

Contents

Company Information

1

Independent Auditor's Report

2 to 4

Balance Sheet

5

Notes to the Financial Statements

6 to 12

 

Brightborough Capital Limited

Company Information

Directors

Dr N C Trilk

M P Urquhart

Registered office

C/O Advanced Coated Products Limited
The Vineyards Industrial Estate
Gloucester Road
Cheltenham
Gloucestershire
GL51 8NH

Solicitors

Penningtons Manches Cooper LLP
Apex Plaza
Forbury Road
Reading
Berkshire
RG1 1AX

Bankers

Metro Bank PLC
One Southampton Row
London
WC1B 5HA

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Brightborough Capital Limited

Independent Auditor's Report to the Members of Brightborough Capital Limited

Qualified opinion

We have audited the financial statements of Brightborough Capital Limited (the 'company') for the year ended 30 September 2024, which comprise the Balance Sheet, and 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 FRS 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, because of the matter described in the basis for qualified opinion section of our report, the financial statements:

do not give a true and fair view of the state of the group's affairs as at 30 September 2024 and of its profit for the year then ended;

have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

In all other respects in our opinion the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion on financial statements

As stated in note 2 to the financial statements, the company has not prepared consolidated financial statements that include the companies controlled by the Company as the Directors have not been able to obtain access to the accounting records and information for some of those companies to enable them to be included. However, the results of controlled companies are required to be included in the consolidated financial statements by Financial Reporting Standard 102 and the Companies Act 2006, and non-inclusion constitutes a departure from United Kingdom Generally Accepted Accounting Practice.

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 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 qualified 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Brightborough Capital Limited

Independent Auditor's Report to the Members of Brightborough Capital Limited

Opinion on other matter prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the .

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, or returns adequate for our audit have not been received from branches not visited by us; or

the 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the
requirement to prepare a strategic report.

Arising solely from the limitation of scope of our work relating to the access of records for entities under the company's control:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our
audit; and
• we were unable to determine whether adequate accounting records have been kept.

Responsibilities of directors

As explained more fully in the set out on page , 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.

 

Brightborough Capital Limited

Independent Auditor's Report to the Members of Brightborough Capital Limited

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those 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 or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

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.



Ryan Hancock (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

27 June 2025

 

Brightborough Capital Limited

(Registration number: 07092380)
Balance Sheet as at 30 September 2024

Note

2024
£ 000

2023
£ 000

Fixed assets

 

Tangible assets

5

5

5

Investments

6

296

296

 

301

301

Current assets

 

Debtors

7

545

348

Cash at bank and in hand

 

29

20

 

574

368

Creditors: Amounts falling due within one year

8

(2,154)

(2,350)

Net current liabilities

 

(1,580)

(1,982)

Net liabilities

 

(1,279)

(1,681)

Capital and reserves

 

Called up share capital

9

5,000

5,000

Retained earnings

(6,279)

(6,681)

Shareholders' deficit

 

(1,279)

(1,681)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 27 June 2025 and signed on its behalf by:
 


M P Urquhart
Director

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
C/O Advanced Coated Products Limited
The Vineyards Industrial Estate
Gloucester Road
Cheltenham
Gloucestershire
GL51 8NH

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Group accounts not prepared

As described in the Directors' Report, during the prior year certain subsidiaries within the group were put into an insolvency process. Consequently, the Directors no longer have control over those entities nor sufficient access to the accounting records in order to be able to prepare accurate consolidated financial statements. These financial statements contain the result of Brightborough Capital Limited as a standalone single entity only.

Statement of compliance

For the reasons noted above, the directors acknowledge that these financial statements were not prepared in accordance with the Companies Act 2006' and therefore represent a departure from the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest thousand pounds.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies

Turnover

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when: the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.

Tax

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Motor vehicles

4 years

Fixtures and fittings, office and computer equipment

2 to 15 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

2024
 No.

2023
 No.

Average number of employees

4

4

 

4

Auditors' remuneration

2024
£ 000

2023
£ 000

Audit of the financial statements

-

6


 

 

5

Tangible assets

Furniture, fittings and equipment
 £ 000

Cost

At 1 October 2023

7

At 30 September 2024

7

Depreciation

At 1 October 2023

2

At 30 September 2024

2

Carrying amount

At 30 September 2024

5

At 30 September 2023

5

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

6

Investments

2024
£ 000

2023
£ 000

Investments in subsidiaries

296

296

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Advanced Coated Products Limited

England

Ordinary

100%

100%

TEAM Precision Pipe Assemblies Limited (in liquidation)

Ireland

Ordinary

0%

100%

TEAM Precision Pipe Assemblies Limited (in administration)

England

Ordinary

0%

100%

MN341 Limited*

England

Ordinary

100%

100%

Guiston Limited

England

Ordinary

100%

100%

MN340 Limited

England

Ordinary

100%

100%

Subsidiary undertakings

Advanced Coated Products Limited

The principal activity of Advanced Coated Products Limited is manufacturing.

TEAM Precision Pipe Assemblies Limited (in liquidation)

The principal activity of TEAM Precision Pipe Assemblies Limited (in liquidation) is manufacturing but throughout the year was in liquidation.

TEAM Precision Pipe Assemblies Limited (in administration)

The principal activity of TEAM Precision Pipe Assemblies Limited (in administration) is manufacturing but throughout the year was in administration.

MN341 Limited*

The principal activity of MN341 Limited* is being a dormant company.

Guiston Limited

The principal activity of Guiston Limited is being a dormant company.

MN340 Limited

The principal activity of MN340 Limited is being a dormant company.

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

* MN341 Limited is a subsidiary of of Advanced Coated Products Limited and therefore an indirect holding.

On 1 March 2023, TEAM Precision Pipe Assemblies Limited (in administration) appointed Joint Administrators and remains under the Joint Administrators’ control.

On 21 March 2023, TEAM Precision Pipe Assemblies Limited (in liquidation) appointed a Liquidator and remains under the Liquidator’s control.

The value of the company’s investment in both of those subsidiaries has been written down to £nil.

 

7

Debtors

2024
£ 000

2023
£ 000

Trade debtors

-

-

Receivables from related parties

256

256

Prepayments

250

70

Other debtors

39

22

545

348

 

8

Creditors

2024
£ 000

2023
£ 000

Due within one year

Loans and borrowings

637

847

Amounts due to related parties

1,097

1,079

Taxation and social security

41

45

Accruals and deferred income

352

352

Other creditors

27

27

2,154

2,350

 

9

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No. 000

£ 000

No. 000

£ 000

A ordinary shares of £1 each

2,250

2,250

2,250

2,250

B ordinary shares of £1 each

2,250

2,250

2,250

2,250

C ordinary shares of £1 each

250

250

250

250

D ordinary shares of £1 each

250

250

250

250

 

5,000

5,000

5,000

5,000

All shares in issue have separate rights to dividends. In all other respects, they rank parri passu.

 

Brightborough Capital Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

10

Parent and ultimate parent undertaking

The company's parent is Brightborough Group Limited, a company incorporated in England and Wales.

 On 13 September 2023, the company appointed an Administrator and from that date was under the control of the Administrator.

After the year end, on 1 May 2024, the administration ended and control of the company passed back to Brightborough Group Limited