REGISTERED NUMBER: 04965155 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31st December 2024

for

Retail Solutions (Holdings) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

Directors:

I D Andrews

C Andrews

Secretary:

S J Machin

Registered office:

6 Marsh Parade

Newcastle-under-Lyme

Staffordshire

ST5 1DU

Registered number:

04965155 (England and Wales)

Auditors:

Hardings

Chartered Accountants & Statutory Auditor

6 Marsh Parade

Newcastle-under-Lyme

Staffordshire

ST5 1DU

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

On the 30th August 2024, Retail Solutions (Holdings) Limited completed the disposal of all of it's subsidiary companies. As a result, there are no intercompany balances at the period end.

Principal activity

The principal activity of the company in the year under review was that of property rental.

Dividends

Information relating to dividends paid is given in the financial statements.

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

Directors

The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report.

I D Andrews

C Andrews

Other changes in directors holding office are as follows:

G A Phillips - resigned 30th August 2024

Statement of directors' responsibilities

The directors are responsible for preparing 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). 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 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.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Hardings, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

I D Andrews - Director

18th September 2025

Opinion

We have audited the financial statements of Retail Solutions (Holdings) Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 company's affairs as at 31st December 2024 and of its profit 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 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.

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 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 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- enquiring of management including obtaining and reviewing supporting documentation concerning the company's

policies and procedures relating to:

-

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

-

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

-

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

- discussions among the audit engagement team regarding how and where fraud might occur in the financial

statements and any potential indicators of fraud.

- obtaining an understanding of the legal and regulatory framework in which the company operates, focusing on those

laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included the Companies Act 2006, Pension legislation and Tax legislation.

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.

Timothy McNeal FCA (Senior Statutory Auditor)

for and on behalf of Hardings

Chartered Accountants & Statutory Auditor

6 Marsh Parade

Newcastle-under-Lyme

Staffordshire

ST5 1DU

18th September 2025

Turnover

2,451,412

-

Cost of sales

2,451,412

-

Gross profit

-

-

Administrative expenses

816,107

708,511

(816,107

)

(708,511

)

Other operating income

330,566

693,481

(485,541

)

(15,030

)

Profit on sale of investments

4

13,320,455

-

12,834,914

(15,030

)

Income from fixed asset investments

8,386,717

-

Interest receivable and similar income

208,281

-

8,594,998

-

21,429,912

(15,030

)

Interest payable and similar expenses

5

-

1,013

Profit/(loss) before taxation

6

21,429,912

(16,043

)

Tax on profit/(loss)

7

104,701

(6,424

)

Profit/(loss) for the financial year

21,325,211

(9,619

)

Profit/(loss) for the year

21,325,211

(9,619

)

Other comprehensive income

-

-

Total comprehensive income for the year

21,325,211

(9,619

)

Fixed assets

Investments

9

-

5,519,741

Investment property

10

5,069,310

5,069,310

5,069,310

10,589,051

Current assets

Stocks

11

464,968

-

Debtors

12

5,933,866

351,000

Cash at bank

13,937,599

280

20,336,433

351,280

Creditors

Amounts falling due within one year

13

5,157,758

8,822,671

Net current assets/(liabilities)

15,178,675

(8,471,391

)

Total assets less current liabilities

20,247,985

2,117,660

Provisions for liabilities

14

315,068

309,954

Net assets

19,932,917

1,807,706

Capital and reserves

Called up share capital

15

5,956

5,956

Capital redemption reserve

16

4,044

4,044

Retained earnings

16

19,922,917

1,797,706

Shareholders' funds

19,932,917

1,807,706

The financial statements were approved by the Board of Directors and authorised for issue on 18th September 2025 and were signed on its behalf by:

I D Andrews - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

5,956

1,807,325

4,044

1,817,325

Changes in equity

Total comprehensive income

-

(9,619

)

-

(9,619

)

Balance at 31st December 2023

5,956

1,797,706

4,044

1,807,706

Changes in equity

Dividends

-

(3,200,000

)

-

(3,200,000

)

Total comprehensive income

-

21,325,211

-

21,325,211

Balance at 31st December 2024

5,956

19,922,917

4,044

19,932,917

Cash flows from operating activities

Cash generated from operations

1

(11,691,634

)

2,161,244

Interest paid

-

(1,013

)

Tax paid

-

(13,621

)

Net cash from operating activities

(11,691,634

)

2,146,610

Cash flows from investing activities

Purchase of fixed asset investments

-

(2,154,600

)

Sale of fixed asset investments

18,840,196

-

Interest received

208,281

-

Dividends received

8,386,717

-

Net cash from investing activities

27,435,194

(2,154,600

)

Cash flows from financing activities

Amount introduced by directors

1,393,759

-

Equity dividends paid

(3,200,000

)

-

Net cash from financing activities

(1,806,241

)

-

Increase/(decrease) in cash and cash equivalents

13,937,319

(7,990

)

Cash and cash equivalents at beginning of year

2

280

8,270

Cash and cash equivalents at end of year

2

13,937,599

280

1.	Reconciliation of profit/(loss) before taxation to cash generated from operations

31/12/24

31/12/23

£

£

Profit/(loss) before taxation

21,429,912

(16,043

)

Profit on disposal of fixed assets

(13,320,455

)

-

Finance costs

-

1,013

Finance income

(8,594,998

)

-

(485,541

)

(15,030

)

Increase in stocks

(464,968

)

-

Increase in trade and other debtors

(5,582,866

)

(29,764

)

(Decrease)/increase in trade and other creditors

(5,158,259

)

2,206,038

Cash generated from operations

(11,691,634

)

2,161,244

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

13,937,599

280

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

280

8,270

3.	Analysis of changes in net funds

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

280

13,937,319

13,937,599

280

13,937,319

13,937,599

Total

280

13,937,319

13,937,599

1.	Statutory information

Retail Solutions (Holdings) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 04965155 and its registered office address is 6 Marsh Parade, Newcastle-under-Lyme, Staffordshire, ST5 1DU. The company's principal place of business is The Distribution Centre, Victoria Road, Fenton, Staffordshire, ST4 8HX.

The financial statements are prepared in Pound Sterling (£), which is the functional currency of the entity.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised when substantially all of the risks and rewards of ownership have passed to the customer.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

In accordance with FRS102, investment properties are revalued at fair value at each reporting date by the directors. The aggregate surplus or deficit is transferred to the revaluation reserve, subject to individual impairments in value. No depreciation is provided in respect of investment properties.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is determined on a FIFO basis.

Financial instruments

The company only holds basic financial instruments as defined in FRS102. The financial assets and financial liabilities of the company and their measurement basis are as follows:

Financial assets - trade and other debtors are basic financial instruments and are debt instruments measured at amortised cost as detailed in the notes to these accounts.

Cash at bank - is classified as a basic financial instrument and is measured at face value.

Financial liabilities - trade creditors, accruals and other creditors are financial instruments and are measured at amortised cost as detailed in the notes to these accounts. Taxation and social security are not included in the financial instruments definition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	Employees and directors

31/12/24

31/12/23

£

£

Wages and salaries

13,333

481,152

Social security costs

1,631

-

Other pension costs

6,000

87,332

20,964

568,484

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

31/12/24

31/12/23

Staff (including directors)

4

3

31/12/24

31/12/23

£

£

Directors' remuneration

-

164,210

Directors' pension contributions to money purchase schemes

6,000

87,332

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

Money purchase schemes

1

2

4.	Exceptional items

31/12/24

31/12/23

£

£

Profit on sale of investments

13,320,455

-

5.

Interest payable and similar expenses

31/12/24

31/12/23

£

£

Corporation tax interest

-

1,013

6.	Profit/(loss) before taxation

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

31/12/24

31/12/23

£

£

Auditors' remuneration

12,000

3,600

7.

Taxation

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

31/12/24

31/12/23

£

£

Current tax:

UK corporation tax

99,587

-

Overprovision in prev years

-

(6,424

)

Total current tax

99,587

(6,424

)

Deferred tax

5,114

-

Tax on profit/(loss)

104,701

(6,424

)

8.

Dividends

31/12/24

31/12/23

£

£

Ordinary shares of £1 each

Interim

3,200,000

-

9.	Fixed asset investments

Shares in

group

undertaking

£

Cost

At 1st January 2024

5,519,741

Disposals

(5,519,741

)

At 31st December 2024

-

Net book value

At 31st December 2024

-

At 31st December 2023

5,519,741

10.	Investment property

Total

£

Fair value

At 1st January 2024

and 31st December 2024

5,069,310

Net book value

At 31st December 2024

5,069,310

At 31st December 2023

5,069,310

Fair value is considered to be equal to historic cost.

11.

Stocks

31/12/24

31/12/23

£

£

Stocks

464,968

-

Stock is stated net of an obsolete stock provision of £217,000.

12.

Debtors: amounts falling due within one year

31/12/24

31/12/23

£

£

Trade debtors

2,495,655

-

Amounts owed by group undertakings

-

351,000

Other debtors

2,610,611

-

VAT

746,146

-

Prepayments and accrued income

81,454

-

5,933,866

351,000

13.

Creditors: amounts falling due within one year

31/12/24

31/12/23

£

£

Trade creditors

2,808,025

-

Amounts owed to group undertakings

-

8,822,671

Tax

99,587

-

Social security and other taxes

4,053

-

Other creditors

640,499

-

Directors' loan accounts

1,393,759

-

Accruals and deferred income

211,835

-

5,157,758

8,822,671

14.	Provisions for liabilities

31/12/24

31/12/23

£

£

Deferred tax

Accelerated capital allowances

315,068

309,954

Deferred

tax

£

Balance at 1st January 2024

309,954

Provided during year

5,114

Balance at 31st December 2024

315,068

15.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

5,956

Ordinary

£1

5,956

5,956

16.

Reserves

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1st January 2024

1,797,706

4,044

1,801,750

Profit for the year

21,325,211

-

21,325,211

Dividends

(3,200,000

)

-

(3,200,000

)

At 31st December 2024

19,922,917

4,044

19,926,961

Profit for the year above includes dividend's from the subsidiaries, which were subsequently sold prior to the year end.

17.	Post balance sheet events

On 27 March 2025, the Company acquired 11,580 preference shares in WCP.ME Limited, a related party, for a total consideration of £2.5m. The transaction was completed after the reporting date and does not reflect conditions existing at that date. Accordingly, no adjustment has been made to the financial statements.

The acquisition is considered a non-adjusting event under Section 32 of FRS 102 and is disclosed due to its material nature.

18.	Ultimate controlling party

The ultimate controlling party is I D Andrews.