Company registration number 10440139 (England and Wales)
RB INTERNATIONAL HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
RB INTERNATIONAL HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs S Kandhari
Mr A Kandhari
Secretary
Mrs S Kandhari
Company number
10440139
Registered office
Kalamu House
11 Coldbath Square
London
EC1R 5HL
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
RB INTERNATIONAL HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
Profit and loss account
7
Statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 32
RB INTERNATIONAL HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 December 2024.

Fair review of the business

The results for the period under review and the financial position at the period end were considered satisfactory by directors. The group's objective is to achieve sustainable growth and returns through organic growth.

As shown in the group's profit and loss account set out on page 7, the group made a profit after tax of £3,610,182 (2023: £1,532,918).

The group's balance sheet on page 9 shows that its financial position remained strong with net assets valued at £15,830,394 (2023: £12,432,712).

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. Risks are reviewed by the directors and appropriate processes are put in place to monitor and mitigate them. The key business risks affecting the company are set out below:-

Interest rate risk

The directors monitor the banking facilities and interest rates on a regular basis to make sure that the company is not exposed to material levels of interest rate risk.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet forseeable needs by monitoring the working capital requirements. The company has also a sales financing agreement against which amounts are drawn down against the value of the trade debtors for working capital.

Credit risk

The group's principal credit risk is from its trade debtors. In order to manage the credit risk associated with trade debtors, the directors set limits for customers based on a combination of payment history and third party references.

Development and performance

The directors aim to continue with management policies which has resulted in the group's steady growth in recent years.

Key performance indicators

The key financial indicators for the performance of the group are gross profit margin and turnover.

The gross profit of the group for the period under review was £9 m (2023: £6.3m) and turnover of £48.3 m (2023: £37.1m).

The key non financial performance indicators are client service and satisfaction and shareholder relationships.

On behalf of the board

Mr A Kandhari
Director
1 October 2025
RB INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the year ended 30 December 2024.

Principal activities

The principal activity of the company and group continued to be that of E-commerce fulfilment.

Results and dividends

The results for the year are set out on page 7

Ordinary dividends were paid amounting to £212,500. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mrs S Kandhari
Mr A Kandhari
Auditor

The auditor, KLSA LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr A Kandhari
Director
1 October 2025
RB INTERNATIONAL HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 3 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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;

- state whether applicable UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RB INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RB INTERNATIONAL HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of RB International Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 December 2024 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

RB INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RB INTERNATIONAL HOLDINGS LIMITED
- 5 -
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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- 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 directors' r esponsibilities s tatement, 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 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 parent 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; and

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.

We also considered potential fraud drivers: including financial or other pressures, opportunity, override of controls and personal or corporate motivations. We considered the programmes and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing journals, evaluating the business rationale of significant transactions outside the normal course of business and validating the appropriateness of internal controls and significant accounting estimations based on our fraud risk criteria;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

RB INTERNATIONAL HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RB INTERNATIONAL HOLDINGS LIMITED
- 6 -

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims.

We obtained understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those related to the financial reporting framework, tax regulations in the jurisdictions in which the company operates.

Based on this understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: making enquiries of management, those responsible for legal and compliance procedures and reviewing other correspondence.

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also 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.

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

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.

Harsheel Dodhia (Senior Statutory Auditor)
For and on behalf of KLSA LLP
1 October 2025
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
RB INTERNATIONAL HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
48,312,178
37,091,856
Cost of sales
(39,345,366)
(30,817,942)
Gross profit
8,966,812
6,273,914
Administrative expenses
(4,823,965)
(4,668,212)
Other operating income
562,431
553,779
Operating profit
4
4,705,278
2,159,481
Interest receivable and similar income
7
479,851
-
0
Interest payable and similar expenses
8
(498,500)
(351,998)
Amounts written off investments
9
(2,802,340)
-
Fair value gains and losses on investment properties
14
2,453,811
-
0
Profit before taxation
4,338,100
1,807,483
Tax on profit
10
(727,918)
(274,565)
Profit for the financial year
3,610,182
1,532,918
Profit for the financial year is all attributable to the owners of the parent company.
RB INTERNATIONAL HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2024
- 8 -
2024
2023
£
£
Profit for the year
3,610,182
1,532,918
Other comprehensive income
-
-
Total comprehensive income for the year
3,610,182
1,532,918
Total comprehensive income for the year is all attributable to the owners of the parent company.
RB INTERNATIONAL HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 DECEMBER 2024
30 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
20,872
14,784
Negative goodwill
12
(66,789)
(82,270)
Net goodwill
(45,917)
(67,486)
Tangible assets
13
1,048,647
889,333
Investment property
14
10,543,089
7,066,189
Investments
15
301,900
-
0
11,847,719
7,888,036
Current assets
Stocks
17
4,015,890
4,272,649
Debtors
18
11,102,980
6,622,763
Cash at bank and in hand
3,817,567
5,216,555
18,936,437
16,111,967
Creditors: amounts falling due within one year
19
(6,294,193)
(6,257,065)
Net current assets
12,642,244
9,854,902
Total assets less current liabilities
24,489,963
17,742,938
Creditors: amounts falling due after more than one year
20
(7,828,070)
(5,125,586)
Provisions for liabilities
Deferred tax liability
23
831,499
184,640
(831,499)
(184,640)
Net assets
15,830,394
12,432,712
Capital and reserves
Called up share capital
25
540,200
540,200
Share premium account
706
706
Profit and loss reserves
15,289,488
11,891,806
Total equity
15,830,394
12,432,712
The financial statements were approved by the board of directors and authorised for issue on 1 October 2025 and are signed on its behalf by:
01 October 2025
Mr A Kandhari
Director
Company registration number 10440139 (England and Wales)
RB INTERNATIONAL HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 DECEMBER 2024
30 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
15
816,087
541,907
Current assets
Debtors
18
1,945,521
55,000
Cash at bank and in hand
352
995
1,945,873
55,995
Creditors: amounts falling due within one year
19
(346,342)
(29,999)
Net current assets
1,599,531
25,996
Net assets
2,415,618
567,903
Capital and reserves
Called up share capital
25
540,200
540,200
Share premium account
706
706
Profit and loss reserves
1,874,712
26,997
Total equity
2,415,618
567,903

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £2,060,215 (2023 - £225,002 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 October 2025 and are signed on its behalf by:
01 October 2025
Mr A Kandhari
Director
Company registration number 10440139 (England and Wales)
RB INTERNATIONAL HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 31 December 2022
200
-
0
10,568,888
10,569,088
Year ended 30 December 2023:
Profit and total comprehensive income
-
-
1,532,918
1,532,918
Issue of share capital
25
540,000
706
-
540,706
Dividends
11
-
-
(210,000)
(210,000)
Balance at 30 December 2023
540,200
706
11,891,806
12,432,712
Year ended 30 December 2024:
Profit and total comprehensive income
-
-
3,610,182
3,610,182
Dividends
11
-
-
(212,500)
(212,500)
Balance at 30 December 2024
540,200
706
15,289,488
15,830,394
RB INTERNATIONAL HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 31 December 2022
200
-
0
11,995
12,195
Year ended 30 December 2023:
Profit and total comprehensive income for the year
-
-
225,002
225,002
Issue of share capital
25
540,000
706
-
540,706
Dividends
11
-
-
(210,000)
(210,000)
Balance at 30 December 2023
540,200
706
26,997
567,903
Year ended 30 December 2024:
Profit and total comprehensive income
-
-
2,060,215
2,060,215
Dividends
11
-
-
(212,500)
(212,500)
Balance at 30 December 2024
540,200
706
1,874,712
2,415,618
RB INTERNATIONAL HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
4,131,595
3,013,434
Interest paid
(498,500)
(351,998)
Income taxes paid
(403,340)
(95,609)
Net cash inflow from operating activities
3,229,755
2,565,827
Investing activities
Purchase of intangible assets
1,223,161
(17,059)
Purchase of tangible fixed assets
(390,536)
(70,573)
Proceeds from disposal of tangible fixed assets
-
900
Purchase of investment property
(1,023,089)
-
Proceeds from disposal of subsidiaries, net of cash disposed
100
540,000
Proceeds from disposal of investments
(1,431,892)
-
Loan advances
(5,961,328)
767,106
Interest received
479,851
-
0
Net cash (used in)/generated from investing activities
(7,103,733)
1,220,374
Financing activities
Proceeds from issue of shares
-
706
Repayment of bank loans
2,798,985
(305,074)
Payment of finance leases obligations
(111,297)
(178,044)
Dividends paid to equity shareholders
(212,500)
(210,000)
Net cash generated from/(used in) financing activities
2,475,188
(692,412)
Net (decrease)/increase in cash and cash equivalents
(1,398,790)
3,093,789
Cash and cash equivalents at beginning of year
5,216,357
2,122,568
Cash and cash equivalents at end of year
3,817,567
5,216,357
Relating to:
Cash at bank and in hand
3,817,567
5,216,555
Bank overdrafts included in creditors payable within one year
-
(198)
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

RB International Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Kalamu House, 11 Coldbath Square, London, EC1R 5HL.

The group consists of RB International Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -

The consolidated group financial statements consist of the financial statements of the parent company RB International Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The group profit and loss account and statement of cash flows include s the results and cash flows of RB International Holdings Limited and the results and cash flows o f all its subsidiaries for the 12 month period to 30 December 2024.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors also assess that the group has sufficient resources and assets to meet its liabilities and support also available from other associated companies controlled by the directors. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10% on Straight line basis.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Intellectual Property Rights
Over five years
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
10% reducing balance method
Plant and equipment
20% reducing balance method
Fixtures and fittings
10% reducing balance method
Computers
20% reducing balance method
Motor vehicles
20% reducing balance method

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 21 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
E-Commerce fulfilment
47,276,351
36,489,950
Rental Income
1,035,827
601,906
48,312,178
37,091,856
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
45,240,091
35,382,824
Europe
2,234,764
1,603,475
Rest of the World
837,323
105,557
48,312,178
37,091,856
2024
2023
£
£
Other revenue
Interest income
479,851
-
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
6,093
3,656
Depreciation of owned tangible fixed assets
231,222
181,990
(Profit)/loss on disposal of tangible fixed assets
-
5,309
Release of negative goodwill
(1,248,642)
(22,058)
Cost of stocks recognised as an expense
33,038,197
25,137,286
Operating lease charges
6,800
6,275

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £6,093 (2023 - £3,656).

5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company*
37,772
26,719

*The audit fees for the group and company are borne by its subsidiaries.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 22 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration and warehouse
71
62
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,762,157
2,121,396
-
0
-
0
Social security costs
222,166
171,824
-
-
Pension costs
34,803
28,962
-
0
-
0
3,019,126
2,322,182
-
0
-
0
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
479,851
-
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
260,343
-
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
464,201
347,568
Interest on invoice finance arrangements
21,433
-
0
485,634
347,568
Other finance costs:
Interest on finance leases and hire purchase contracts
1,242
4,430
Other interest
11,624
-
Total finance costs
498,500
351,998
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 23 -
9
Amounts written off investments
2024
2023
£
£
Amounts written off current loans
(1,672,448)
-
Other gains and losses
(1,129,892)
-
(2,802,340)
-
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
81,224
295,488
Adjustments in respect of prior periods
(165)
-
0
Total current tax
81,059
295,488
Deferred tax
Origination and reversal of timing differences
646,859
(20,923)
Total tax charge
727,918
274,565

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
4,338,100
1,807,483
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
1,084,525
424,759
Tax effect of expenses that are not deductible in determining taxable profit
(232,457)
18,061
Tax effect of income not taxable in determining taxable profit
(350,000)
-
0
Effect of change in corporation tax rate
-
(1,154)
Permanent capital allowances in excess of depreciation
(24,495)
50,147
Research and development tax credit
(80,433)
(195,260)
Tax at marginal rate
(26)
-
0
Deferred tax on timing difference
646,859
(20,923)
Other adjustments
(4,748)
(1,065)
Amortisation on assets not qualifying for tax allowances
(311,307)
-
0
Taxation charge
727,918
274,565
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 24 -
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
212,500
210,000
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Intellectual Property Rights
Total
£
£
£
£
Cost
At 31 December 2023
236,559
(3,656,926)
30,000
(3,390,367)
Additions
10,000
(1,233,161)
-
0
(1,223,161)
At 30 December 2024
246,559
(4,890,087)
30,000
(4,613,528)
Amortisation and impairment
At 31 December 2023
221,775
(3,574,656)
30,000
(3,322,881)
Amortisation charged for the year
3,912
(1,248,642)
-
0
(1,244,730)
At 30 December 2024
225,687
(4,823,298)
30,000
(4,567,611)
Carrying amount
At 30 December 2024
20,872
(66,789)
-
0
(45,917)
At 30 December 2023
14,784
(82,270)
-
0
(67,486)
The company had no intangible fixed assets at 30 December 2024 or 30 December 2023.
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 25 -
13
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 31 December 2023
47,736
1,281,277
335,803
27,918
276,202
1,968,936
Additions
-
0
122,547
111,799
68,224
-
0
302,570
Business combinations
-
0
-
0
22,823
65,143
-
0
87,966
At 30 December 2024
47,736
1,403,824
470,425
161,285
276,202
2,359,472
Depreciation and impairment
At 31 December 2023
47,736
733,668
129,355
7,555
161,289
1,079,603
Depreciation charged in the year
-
0
122,064
29,672
55,567
23,919
231,222
At 30 December 2024
47,736
855,732
159,027
63,122
185,208
1,310,825
Carrying amount
At 30 December 2024
-
0
548,092
311,398
98,163
90,994
1,048,647
At 30 December 2023
-
0
547,609
206,448
20,363
114,913
889,333
The company had no tangible fixed assets at 30 December 2024 or 30 December 2023.
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 31 December 2023 and 30 December 2024
7,066,189
-
Additions
1,023,089
-
Net gains or losses through fair value adjustments
2,453,811
-
At 30 December 2024
10,543,089
-

In the opinion of the director, the market value of the investment property is not materially different to that stated at the balance sheet date.

The addition of £1,023,089 relates to an asset under construction held for sale.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 26 -
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
542,187
541,907
Unlisted investments
301,900
-
0
273,900
-
0
301,900
-
0
816,087
541,907
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 31 December 2023
-
Additions
301,900
At 30 December 2024
301,900
Carrying amount
At 30 December 2024
301,900
At 30 December 2023
-
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 31 December 2023
541,907
-
541,907
Additions
380
273,900
274,280
Disposals
(100)
-
(100)
At 30 December 2024
542,187
273,900
816,087
Carrying amount
At 30 December 2024
542,187
273,900
816,087
At 30 December 2023
541,907
-
541,907
16
Subsidiaries

Details of the company's subsidiaries at 30 December 2024 are as follows:

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
16
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Rex Brown Limited
England and Wales
Ordinary
100.00
-
Aquarius Accessories HK Ltd
Hong Kong
Ordinary
100.00
-
Envie Beauty Ltd
England and Wales
Ordinary
100.00
-
Aquarius Accessories (London) Ltd
England and Wales
Ordinary
100.00
-
Zebra Renewables Ltd (previously know as Haven Homewares Ltd)**
England and Wales
Ordinary
100.00
-
Doodle Toys Ltd
England and Wales
Ordinary
100.00
-
Spacio (London) Ltd
England and Wales
Ordinary
100.00
-
Avant-Garde Brands Ltd
England and Wales
Ordinary
100.00
-
Avant-Garde Brands (London) Ltd
England and Wales
Ordinary
100.00
-
Orion Electronics (London) Ltd
England and Wales
Ordinary
100.00
-
Lawford Heath Industrial Estate Ltd
England and Wales
Ordinary
100.00
-
CCL (WT) 3 Ipco Ltd
England and Wales
Ordinary
100.00
-
Rex Studios Ltd
England and Wales
Ordinary
100.00
-
Europa Holdings Perivale Ltd
England and Wales
Ordinary
100.00
-
Rex Brown India Private Limited
India
Ordinary
99.00
-
Waverley Court Developments Ltd
England and Wales
Ordinary
100.00
-
Roam Care Ltd*
England and Wales
Ordinary
0
100.00
Roam Care Holdings Limited
England and Wales
Ordinary
100.00
-

*Roam Care Limited is a wholly owned subsidiary of Roam Care Holdings Limited.

**Zebra Renewables Ltd was a subsidiary until 30 June 2024.

17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
4,015,890
4,272,649
-
0
-
0
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,175,441
2,727,879
-
0
-
0
Amounts owed by group undertakings
-
-
1,915,021
-
Other debtors
7,834,029
3,811,091
30,500
55,000
Prepayments and accrued income
93,510
83,793
-
0
-
0
11,102,980
6,622,763
1,945,521
55,000
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 28 -
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
401,575
305,272
-
0
-
0
Obligations under finance leases
22
-
0
111,297
-
0
-
0
Trade creditors
5,184,833
4,774,934
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
345,063
29,000
Corporation tax payable
77,326
399,607
-
0
-
0
Other taxation and social security
241,572
441,279
-
-
Other creditors
323,321
200,181
1,279
999
Accruals and deferred income
65,566
24,495
-
0
-
0
6,294,193
6,257,065
346,342
29,999
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
7,828,070
5,125,586
-
0
-
0
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
8,229,645
5,430,660
-
0
-
0
Bank overdrafts
-
0
198
-
0
-
0
8,229,645
5,430,858
-
-
Payable within one year
401,575
305,272
-
0
-
0
Payable after one year
7,828,070
5,125,586
-
0
-
0

The loans are secured by a fixed and floating charge over the assets of the subsidiary.

The loan is subject to market interest rate with monthly capital repayments.

22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
-
0
111,297
-
0
-
0
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
22
Finance lease obligations
(Continued)
- 29 -
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
218,046
184,640
Investment property
613,453
-
831,499
184,640
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 31 December 2023
184,640
-
Charge to profit or loss
646,859
-
Liability at 30 December 2024
831,499
-
24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
34,803
28,962

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 30 -
25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of 0.1p each
150,000
150,000
150
150
Class A Ordinary share capital of 0.1p each
26,668
26,668
27
27
Class B Ordinary share capital of 0.1p each
36
36
-
-
Class C Ordinary share capital of 0.1p each
18
18
-
-
176,722
176,722
177
177
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference share capital of 0.1p each
23,332
23,332
23
23
Class A preference share capital of £1 each
540,000
540,000
540,000
540,000
563,332
563,332
540,023
540,023
Preference shares classified as equity
540,023
540,023
Total equity share capital
540,200
540,200

The Ordinary shares, Class A Ordinary shares, Class B Ordinary shares, Class C Ordinary shares and the Preference shares shall have the respective rights and shall be subject to the respective restrictions set out in the Articles of Association of the Company adopted by the special resolution passed on 6 November 2020.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
259,500
259,000
-
-
259,500
259,000
-
-
RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 31 -
27
Related party transactions

The group has taken advantage of the exemption available in FRS 102 , whereby it has not disclosed transactions with its subsidiary compan ies and any other company which is under common control.

At the balance sheet date, Lamoda Fashion Holding Limited owed the group £Nil (2023: £1,491,005). The related party relationship is established by the common directorship held by one of the directors of Lamoda Fashion Holdings Limited who also concurrently serves as the director of the group.

At the balance sheet date, amount due from Rosalie Properties Limited, WHEH Limited and CCL (WT) Newco Limited to the group were £2,229,896 (2023: £900), £2,058,984 (2023: £Nil) and £2,153,264 (2023: £2,102,264) respectively. All the companies are related due to common directorship.

During the year, the group provided a loan at commercial interest rate to a Partnership whose partners are the shareholders of RB International Holdings Limited. At the balance sheet date, the amount receivable from the Partnership amounted to £1,147,955 (2023: £Nil). Interest of £38,065 was received during the year in relation to the loan. The loan was repaid on 20 September 2025.

Remuneration paid to Directors:

During the year, wages and salaries totalling £9,400 (2023: £9,400) were paid to the directors.

28
Controlling party

The ultimate controlling party is the Kandhari family.

RB INTERNATIONAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 32 -
29
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
3,610,182
1,532,918
Adjustments for:
Taxation charged
727,918
274,565
Finance costs
498,500
351,998
Investment income
(479,851)
-
0
(Gain)/loss on disposal of tangible fixed assets
-
5,309
Fair value gain on investment properties
(2,453,811)
-
0
Amortisation and impairment of intangible assets
(1,244,730)
10,217
Depreciation and impairment of tangible fixed assets
231,222
181,990
Other gains and losses
2,802,340
-
Movements in working capital:
Decrease in stocks
256,759
592,539
Increase in debtors
(191,337)
(1,642,840)
Increase in creditors
374,403
1,706,738
Cash generated from operations
4,131,595
3,013,434
30
Analysis of changes in net debt - group
31 December 2023
Cash flows
30 December 2024
£
£
£
Cash at bank and in hand
5,216,555
(1,398,988)
3,817,567
Bank overdrafts
(198)
198
-
0
5,216,357
(1,398,790)
3,817,567
Borrowings excluding overdrafts
(5,430,660)
(2,798,985)
(8,229,645)
Obligations under finance leases
(111,297)
111,297
-
(325,600)
(4,086,478)
(4,412,078)
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