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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 2024

FOR

RGB INVESTMENT HOLDINGS LIMITED

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










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 2024







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 2024


The directors present their strategic report of the company and the group for the year ended 31 December 2024.

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

Total turnover on continuing operations decreased by £1.6m (5%) to £30,131,082. Net loss before tax was £951,772, representing a net margin of (3.2%) on sales, a decrease of 6.4% on 2023 performance.

EBITDA delivered was £639,016.

The commencement of 2024 saw the successful opening of a brand-new site in Barnsley which brought with it a host of additional costs from day one. The site was fully operational by the end of April and grew month by month thereafter. Although the 2024 Group accounts are adversely affected by the opening costs of this site, the company expects 2025 to be a profitable year for the site.

Sales volumes for the company were similar to 2023 but nowhere near the post-pandemic levels that we saw in 2021/2022. The year saw continued price increases from the supply chain and a continuation of increases in the national minimum wage which the company continued to partially pass onto customers, however the company also continued to shoulder some of the burden of these increases itself resulting in Gross Margins of 27.4%, around 1.2% lower than 2023 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, business rates and insurance.

Cash flow generated from operations remains strong at £1.6m and the company continued with its policy of investment in machinery and in the course of the year purchased capital expenditure totalling £462,380.

Total capital and reserves at the year-end stand at £1,056,802.

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.

We continue to see inflationary increases in the costs of raw materials and labour and also disruption in areas of the supply chain. The company will continue to harness its strong relationships with suppliers to ensure any issues can be managed effectively and where required will source materials from more than one supplier.

To ensure staff retention is kept at good levels the company continually reviews pay structures and other ways of rewarding employees to ensure it is competitive in the markets it operates in.

The company will continue to invest in new machinery, vehicles and staff development throughout 2025 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 2024

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


26 September 2025

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

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 £448,200 were voted during the period.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 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 2024


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


26 September 2025

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 2024 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 2024 and of the group's loss 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

27 September 2025

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

TURNOVER 3 30,131,082 31,702,738

Cost of sales 21,862,343 22,646,192
GROSS PROFIT 8,268,739 9,056,546

Administrative expenses 8,696,307 7,560,439
(427,568 ) 1,496,107

Other operating income 17,742 12,125
OPERATING (LOSS)/PROFIT 5 (409,826 ) 1,508,232

Interest receivable and similar income 120 13,450
(409,706 ) 1,521,682

Interest payable and similar expenses 6 542,066 509,340
(LOSS)/PROFIT BEFORE TAXATION (951,772 ) 1,012,342

Tax on (loss)/profit 7 9,131 291,456
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(960,903

)

720,886

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(960,903

)

720,886

(Loss)/profit attributable to:
Owners of the parent (960,903 ) 720,886

Total comprehensive income attributable to:
Owners of the parent (960,903 ) 720,886

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 3,366,138 3,927,161
Tangible assets 11 2,042,657 2,136,062
Investments 12 - -
5,408,795 6,063,223

CURRENT ASSETS
Stocks 13 1,828,081 2,106,958
Debtors 14 3,833,246 3,424,113
Cash at bank and in hand 114,982 303,065
5,776,309 5,834,136
CREDITORS
Amounts falling due within one year 15 7,051,423 5,769,093
NET CURRENT (LIABILITIES)/ASSETS (1,275,114 ) 65,043
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,133,681

6,128,266

CREDITORS
Amounts falling due after more than one
year

16

(2,598,945

)

(3,227,541

)

PROVISIONS FOR LIABILITIES 20 (477,934 ) (434,820 )
NET ASSETS 1,056,802 2,465,905

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Share premium 22 1,149,000 1,149,000
Retained earnings 22 (93,198 ) 1,315,905
SHAREHOLDERS' FUNDS 1,056,802 2,465,905

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:





R Brearley - Director


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2024

2024 2023
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 101 101

CREDITORS
Amounts falling due within one year 15 8,173,067 7,180,858
NET CURRENT LIABILITIES (8,172,966 ) (7,180,757 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,054,283

5,046,492

CREDITORS
Amounts falling due after more than one
year

16

1,157,320

1,757,320
NET ASSETS 2,896,963 3,289,172

CAPITAL AND RESERVES
Called up share capital 21 1,000 1,000
Share premium 22 1,149,000 1,149,000
Retained earnings 22 1,746,963 2,139,172
SHAREHOLDERS' FUNDS 2,896,963 3,289,172

Company's profit for the financial year 55,991 2,731,210

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:





R Brearley - Director


RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2023 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

Changes in equity
Dividends - (448,200 ) - (448,200 )
Total comprehensive income - (960,903 ) - (960,903 )
Balance at 31 December 2024 1,000 (93,198 ) 1,149,000 1,056,802

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2023 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

Changes in equity
Dividends - (448,200 ) - (448,200 )
Total comprehensive income - 55,991 - 55,991
Balance at 31 December 2024 1,000 1,746,963 1,149,000 2,896,963

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,640,752 3,208,337
Interest paid (497,110 ) (481,722 )
Interest element of hire purchase
payments paid

(44,956

)

(27,618

)
Tax paid 50,015 (284,610 )
Net cash from operating activities 1,148,701 2,414,387

Cash flows from investing activities
Purchase of tangible fixed assets (187,610 ) (168,977 )
Sale of tangible fixed assets - 10,917
Interest received 120 13,450
Net cash from investing activities (187,490 ) (144,610 )

Cash flows from financing activities
New loans in year 308,454 -
Loan repayments in year (1,323,439 ) (600,000 )
Loan notes issued/(repaid) (600,000 ) (600,000 )
New finance through HP sale & leaseback 775,000 -
Capital repayments in year (191,378 ) (112,312 )
Invoice discounting advanced/(repaid) 330,269 (312,543 )
Equity dividends paid (448,200 ) (624,450 )
Net cash from financing activities (1,149,294 ) (2,249,305 )

(Decrease)/increase in cash and cash equivalents (188,083 ) 20,472
Cash and cash equivalents at
beginning of year

2

303,065

282,593

Cash and cash equivalents at end of
year

2

114,982

303,065

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
(Loss)/profit before taxation (951,772 ) 1,012,342
Depreciation charges 1,048,722 1,059,510
Profit on disposal of fixed assets - (10,917 )
Finance costs 542,066 509,340
Finance income (120 ) (13,450 )
638,896 2,556,825
Decrease/(increase) in stocks 278,877 (492,739 )
(Increase)/decrease in trade and other debtors (491,797 ) 870,180
Increase in trade and other creditors 1,214,776 274,071
Cash generated from operations 1,640,752 3,208,337

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 2024
31/12/24 1/1/24
£    £   
Cash and cash equivalents 114,982 303,065
Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 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 2024


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/1/24 Cash flow changes At 31/12/24
£    £    £    £   
Net cash
Cash at bank
and in hand 303,065 (188,083 ) 114,982
303,065 (188,083 ) 114,982
Debt
Finance leases (688,395 ) (583,622 ) - (1,478,702 )
Debts falling due
within 1 year (600,000 ) 372,696 - (227,304 )
Debts falling due
after 1 year (950,000 ) 642,289 - (307,711 )
(2,238,395 ) 431,363 - (2,013,717 )
Total (1,935,330 ) 243,280 - (1,898,735 )

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


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 2024


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 2024


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

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

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

2024 2023
£    £   
Sale of goods 30,131,082 31,702,738
30,131,082 31,702,738

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 7,500,967 7,164,700
Social security costs 695,460 633,365
Other pension costs 199,190 158,503
8,395,617 7,956,568

The average number of employees during the year was as follows:
2024 2023

Production 184 213
Administration 70 72
254 285

2024 2023
£    £   
Directors' remuneration 119,801 85,293
Directors' pension contributions to money purchase schemes 39,346 35,717

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

Money purchase schemes 5 5

5. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024 2023
£    £   
Hire of plant and machinery 418,701 416,481
Other operating leases 914,975 784,314
Depreciation - owned assets 216,818 437,827
Depreciation - assets on hire purchase contracts 270,882 60,753
Profit on disposal of fixed assets - (10,917 )
Goodwill amortisation 561,023 561,024
Auditors' remuneration 22,500 21,335

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank loan interest 92,553 84,810
Other interest payable 404,557 396,912
Hire purchase 44,956 27,618
542,066 509,340

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax - 220,672
Over/under provision in prior
year (33,983 ) (8 )
Total current tax (33,983 ) 220,664

Deferred tax 43,114 70,792
Tax on (loss)/profit 9,131 291,456

UK corporation tax has been charged at 25 % (2023 - 25 %).

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:

2024 2023
£    £   
(Loss)/profit before tax (951,772 ) 1,012,342
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 25 % (2023 - 25 %)

(237,943

)

253,086

Effects of:
Expenses not deductible for tax purposes 92,169 13,065
Adjustments to tax charge in respect of previous periods (33,983 ) (8 )
Movement in deferred tax - (13,880 )
Amortisation 140,256 140,256
Depreciation on ineligible assets 4,816 1,393
Expenses allowable for tax (8,723 ) (94,831 )
Super deduction - (7,625 )
Loss relief/created 52,539 -
Total tax charge 9,131 291,456

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


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.


9. DIVIDENDS

2024 2023
£ £

Aggregate dividends - Interim 448,200 624,450

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2024
and 31 December 2024 5,610,231
AMORTISATION
At 1 January 2024 1,683,070
Amortisation for year 561,023
At 31 December 2024 2,244,093
NET BOOK VALUE
At 31 December 2024 3,366,138
At 31 December 2023 3,927,161

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.

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 January 2024 130,709 2,490,693 82,768
Additions - 408,054 -
Disposals - (146,718 ) -
Reclassification/transfer 72,319 - (72,319 )
At 31 December 2024 203,028 2,752,029 10,449
DEPRECIATION
At 1 January 2024 89,702 719,353 73,311
Charge for year 26,216 334,391 2,145
Eliminated on disposal - (78,633 ) -
Reclassification/transfer 68,345 - (68,345 )
At 31 December 2024 184,263 975,111 7,111
NET BOOK VALUE
At 31 December 2024 18,765 1,776,918 3,338
At 31 December 2023 41,007 1,771,340 9,457

Motor Office
vehicles equipment Totals
£    £    £   
COST
At 1 January 2024 488,015 189,011 3,381,196
Additions 7,200 47,126 462,380
Disposals - - (146,718 )
Reclassification/transfer - - -
At 31 December 2024 495,215 236,137 3,696,858
DEPRECIATION
At 1 January 2024 277,554 85,214 1,245,134
Charge for year 78,210 46,738 487,700
Eliminated on disposal - - (78,633 )
Reclassification/transfer - - -
At 31 December 2024 355,764 131,952 1,654,201
NET BOOK VALUE
At 31 December 2024 139,451 104,185 2,042,657
At 31 December 2023 210,461 103,797 2,136,062

The net book value of tangible fixed assets includes £ 1,468,480 (2023 - £ 768,118 ) in respect of assets held under hire purchase contracts.

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 January 2024
and 31 December 2024 12,227,249
NET BOOK VALUE
At 31 December 2024 12,227,249
At 31 December 2023 12,227,249

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
2024 2023
£    £   
Aggregate capital and reserves 7,363,509 7,524,119
Profit for the year 287,590 874,877

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
2024 2023
£    £   
Aggregate capital and reserves 527,632 822,892
(Loss)/profit for the year (295,260 ) 550,272

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


12. FIXED ASSET INVESTMENTS - continued

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
2024 2023
£    £   
Aggregate capital and reserves 14,123 14,123
Profit for the year 448,200 2,874,449

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
2024 2023
£    £   
Aggregate capital and reserves 19,598 19,598
Profit for the year - 2,250,000


13. STOCKS

Group
2024 2023
£    £   
Raw materials 1,828,081 2,106,958

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade debtors 3,036,771 2,874,327
Other debtors 331,983 107,756
Tax - 82,664
Prepayments and accrued income 464,492 359,366
3,833,246 3,424,113

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 17) 227,304 600,000 - -
Hire purchase contracts (see note 18) 344,788 168,174 - -
Trade creditors 3,543,034 2,511,039 - -
Amounts owed to group undertakings - - 7,488,849 6,554,666
Tax 83 66,715 - -
Social security and other taxes 148,022 137,934 - -
VAT 324,583 286,846 - -
Other creditors 2,223,412 1,820,376 600,000 600,000
Accruals and deferred income 240,197 178,009 84,218 26,192
7,051,423 5,769,093 8,173,067 7,180,858

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

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 17) 307,711 950,000 - -
Hire purchase contracts (see note 18) 1,133,914 520,221 - -
Other creditors 1,057,320 1,657,320 1,057,320 1,657,320
Directors' loan accounts 100,000 100,000 100,000 100,000
2,598,945 3,227,541 1,157,320 1,757,320

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 1,057,320
1,057,320

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


17. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 227,304 600,000
Amounts falling due between one and two years:
Bank loans - 1-2 years 307,711 600,000
Amounts falling due between two and five years:
Bank loans - 2-5 years - 350,000

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2024 2023
£    £   
Net obligations repayable:
Within one year 344,788 168,174
Between one and five years 1,133,914 520,221
1,478,702 688,395

Group
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 1,115,624 922,889
Between one and five years 2,545,652 2,573,704
In more than five years 545,105 777,389
4,206,381 4,273,982

RGB INVESTMENT HOLDINGS LIMITED (REGISTERED NUMBER: 13437264)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


19. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans 535,015 1,550,000 - -
Hire purchase contracts 1,478,702 688,395 - -
Other creditors 1,657,320 2,257,320 1,657,320 2,257,320
Bank financing facility 1,229,452 1,188,519 - -
4,900,489 5,684,234 1,657,320 2,257,320

Hire Purchase borrowings are secured on the assets to which the agreements relate.

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.

Praetura Commercial Finance Limited has a full form debenture comprising of fixed and floating charges over the whole of the group including the business, assets and undertaking of the group.

20. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 477,934 434,820

Group
Deferred
tax
£   
Balance at 1 January 2024 434,820
Accelerated capital allowances 43,114
Balance at 31 December 2024 477,934

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
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 2024


22. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2024 1,315,905 1,149,000 2,464,905
Deficit for the year (960,903 ) (960,903 )
Dividends (448,200 ) (448,200 )
At 31 December 2024 (93,198 ) 1,149,000 1,055,802

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2024 2,139,172 1,149,000 3,288,172
Profit for the year 55,991 55,991
Dividends (448,200 ) (448,200 )
At 31 December 2024 1,746,963 1,149,000 2,895,963


23. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 126,290 (2023 - £ 85,936 ) was paid.

24. ULTIMATE CONTROLLING PARTY

The controlling party is R Brearley.