Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors' 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. As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Group and 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; Inspecting correspondence, if any, with relevant licensing or regulatory authorities; Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; Gaining an understanding of the internal controls established to mitigate risks related to fraud; Discussing amongst the engagement team the risks of fraud; and Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report.2024-12-31 2024-12-31 Defined contribution scheme Payments in respect of other post-retirement benefits are charged to the Statement of Comprehensive Income in the period to which they relate. The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable from the Group to the fund and amounted to £11,001 (2023: £47,393). 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Registered number: 00166447 RUBERY OWEN HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
RUBERY OWEN HOLDINGS LIMITED COMPANY INFORMATION
Directors | C Elliott
| R M Jenkins
| K G McGuigan
| S J Owen
| C J M Shelly
| E J Stanley
Company secretary | Higgs Secretarial Limited
Registered number | 00166447
Registered office | 3 Waterfront Business Park
| Brierley Hill
| West Midlands
| DY5 1LX
Independent auditors | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 2 Chamberlain Square
| Birmingham
| B3 3AX
Bankers | Barclays Bank PLC
| One Snowhill
| Snowhill Queensway
| Birmingham
| BX3 2BB
RUBERY OWEN HOLDINGS LIMITED CONTENTS
| Page
Group Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditor's Report | 4 - 7
Consolidated Statement of Comprehensive Income | 8
Consolidated Balance Sheet | 9
Company Balance Sheet | 10
Consolidated Statement of Changes in Equity | 11
Company Statement of Changes in Equity | 12
Consolidated Statement of Cash Flows | 13 - 14
Notes to the Financial Statements | 15 - 35
RUBERY OWEN HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their Strategic Report for the year ended 31 December 2024.
Business review
The Group continued its principal activities through the current year. In line with the strategy we agreed with our shareholders in 2021, 2024 was the year when we sold our last trading business. In May, Merlin Powder Characterisation Limited was sold. Following the above disposal during the year, the Group made a consolidated loss on disposals of subsidiaries of £334k. This is a result of disposing of the net assets, historic reserves balances and pre disposal dividends of Merlin Powder Characterisation Limited. The Company loss on disposal of the carrying amounts of the investments in subsidiaries was £470k.
Principal risks and uncertainties
Inflation We saw some significant upward cost pressures in each of our businesses. We ensure that our pay awards to staff reflect the increased costs of living, whilst rigorously challenging the costs the business are absorbing to ensure we maintain margin.
Financial key performance indicators
As at 31 December 2024 the Group has net assets of £627,974 (2023: £3,930,658). The Group made a profit after tax of £3,067,309 (2023: loss of £797,012) for the year. This report was approved by the board and signed on its behalf.
R M Jenkins Director
Date: 16 October 2025
Page 1
RUBERY OWEN HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements 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 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 the Group and to 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.
Results and dividends
The profit for the year, after taxation, amounted to £3,067,309 (2023 - loss £797,012). Dividends of £6,369,993 were proposed during the year (2023: £21,060).
Directors
The directors who served during the year were:
C Elliott
R M Jenkins
K G McGuigan
S J Owen
C J M Shelly
E J Stanley
Future developments
The Group's dormant subsidiaries have been dissolved following the year end. Page 2
RUBERY OWEN HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The financial statements have been prepared on a going concern basis. The Company will continue to realise its assets and maximise its cash resources. The directors therefore continue to adopt the going concern basis in preparing the financial statements.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
Following the year end, all of the Group's subsidiaries have been dissolved.
Auditors
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
R M Jenkins Director
Date: 16 October 2025
Page 3
RUBERY OWEN HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUBERY OWEN HOLDINGS LIMITED Opinion We have audited the financial statements of Rubery Owen 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, the Consolidated and Company Balance Sheets, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “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 and Parent Company’s affairs as at 31 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 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 or 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 and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors' 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. Page 4
RUBERY OWEN HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUBERY OWEN HOLDINGS LIMITED Other information (continued) 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 the audit: ∙the information given in the Strategic Report and the Directors' Report 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. Matters on which we are required to report by exception In 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 Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙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 Directors' Responsibilities Statement set out on page 2, 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 Group and 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
RUBERY OWEN HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUBERY OWEN HOLDINGS LIMITED 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 the financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. Page 6
RUBERY OWEN HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUBERY OWEN HOLDINGS LIMITED 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 auditor’s report. Use of the audit report This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed. Paul Kurowski (Senior statutory auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 2 Chamberlain Square Birmingham B3 3AX 16 October 2025 Page 7
RUBERY OWEN HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| Continuing operations | Discontin'd operations | Total | Continuing operations | Discontin'd operations | Total
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023
| £ | £ | £ | £ | £ | £
Turnover | 4 | - | 99,566 | 99,566 | 663,666 | 5,431,353 | 6,095,019
Cost of sales |  | - | (53,718) | (53,718) | (365,649) | (2,308,060) | (2,673,709)
Gross profit |  | - | 45,848 | 45,848 | 298,017 | 3,123,293 | 3,421,310
Administrative expenses |  | (442,560) | (45,848) | (488,408) | (364,563) | (1,797,801) | (2,162,364)
Exceptional items | 14 | 3,679,784 | - | 3,679,784 | - | - | -
Other operating income | 5 | - | - | - | 138,011 | - | 138,011
Operating profit | 6 | 3,237,224 | - | 3,237,224 | 71,465 | 1,325,492 | 1,396,957
Profit/(loss) on disposal of subsidiaries |  | (334,169) | - | (334,169) | (1,384,686) | - | (1,384,686)
Interest receivable and similar income | 10 | 164,254 | - | 164,254 | 319,322 | 4,467 | 323,789
Interest payable and similar expenses | 11 | - | - | - | (17,876) | (2,454) | (20,330)
Profit before tax |  | 3,067,309 | - | 3,067,309 | (1,011,775) | 1,327,505 | 315,730
Tax on profit | 12 | - | - | - | (1,112,742) | - | (1,112,742)
Profit/(loss) for the financial year |  | 3,067,309 | - | 3,067,309 | (2,124,517) | 1,327,505 | (797,012)
There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2024 (2023: £Nil).
The notes on pages 15 to 35 form part of these financial statements.
Page 8
RUBERY OWEN HOLDINGS LIMITED REGISTERED NUMBER: 00166447 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 40,041 |  | 48,658
Tangible assets | 16 |  | 371,542 |  | 445,276
|  |  | 411,583 |  | 493,934
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 2,863,736 |  | 1,521,776 |
Cash at bank and in hand | 19 | 597,827 |  | 4,067,883 |
|  | 3,461,563 |  | 5,589,659 |
Creditors: amounts falling due within one year | 20 | (3,245,172) |  | (2,142,947) |
Net current assets |  |  | 216,391 |  | 3,446,712
Total assets less current liabilities |  |  | 627,974 |  | 3,940,646
Provisions for liabilities |  |  |  |  |
Deferred taxation | 22 | - |  | (9,988) |
|  |  | - |  | (9,988)
Net assets |  |  | 627,974 |  | 3,930,658
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 103 |  | 1,029,408
Share premium account | 24 |  | 400 |  | 400
Profit and loss account | 24 |  | 627,471 |  | 2,900,850
|  |  | 627,974 |  | 3,930,658
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
R M Jenkins
Director
Date: 16 October 2025
Page 9
RUBERY OWEN HOLDINGS LIMITED REGISTERED NUMBER: 00166447 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 15 |  | 40,041 |  | 48,658
Tangible assets | 16 |  | 371,542 |  | 320,000
Investments | 17 |  | - |  | 836,004
|  |  | 411,583 |  | 1,204,662
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 18 | 2,863,669 |  | 2,439,032 |
Cash at bank and in hand | 19 | 597,827 |  | 3,683,386 |
|  | 3,461,496 |  | 6,122,418 |
Creditors: amounts falling due within one year | 20 | (3,243,272) |  | (2,561,416) |
Net current assets |  |  | 218,224 |  | 3,561,002
Total assets less current liabilities |  |  | 629,807 |  | 4,765,664
Net assets |  |  | 629,807 |  | 4,765,664
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 103 |  | 1,029,408
Share premium account | 24 |  | 400 |  | 400
Profit and loss account |  |  | 629,304 |  | 3,735,856
|  |  | 629,807 |  | 4,765,664
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company's profit for the year was £2,234,138 (2023: £1,223,398). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
R M Jenkins
Director
Date: 16 October 2025
The notes on pages 15 to 35 form part of these financial statements. Page 10
RUBERY OWEN HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1,029,408 | 400 | 3,718,922 | 4,748,730
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (797,012) | (797,012)
Total comprehensive income for the year | - | - | (797,012) | (797,012)
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (21,060) | (21,060)
Total transactions with owners | - | - | (21,060) | (21,060)
At 1 January 2024 | 1,029,408 | 400 | 2,900,850 | 3,930,658
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 3,067,309 | 3,067,309
Total comprehensive income for the year | - | - | 3,067,309 | 3,067,309
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (6,369,993) | (6,369,993)
Capital reduction | (1,029,305) | - | 1,029,305 | -
Total transactions with owners | (1,029,305) | - | (5,340,688) | (6,369,993)
At 31 December 2024 | 103 | 400 | 627,471 | 627,974
| The notes on pages 15 to 35 form part of these financial statements.
Page 11
RUBERY OWEN HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1,029,408 | 400 | 2,533,518 | 3,563,326
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,223,398 | 1,223,398
Total comprehensive income for the year | - | - | 1,223,398 | 1,223,398
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (21,060) | (21,060)
Total transactions with owners | - | - | (21,060) | (21,060)
At 1 January 2024 | 1,029,408 | 400 | 3,735,856 | 4,765,664
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,234,136 | 2,234,136
Total comprehensive income for the year | - | - | 2,234,136 | 2,234,136
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (6,369,993) | (6,369,993)
Capital reduction | (1,029,305) | - | 1,029,305 | -
Total transactions with owners | (1,029,305) | - | (5,340,688) | (6,369,993)
At 31 December 2024 | 103 | 400 | 629,304 | 629,807
| The notes on pages 15 to 35 form part of these financial statements.
Page 12
RUBERY OWEN HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 3,067,309 | (797,012)
Adjustments for: |  |
Amortisation of intangible assets | 8,617 | 8,617
Impairment of intangible assets | - | 7,776
Write off historic tangible fixed asset difference | (117,955) | -
Depreciation of tangible assets | 10,244 | 85,209
Loss on disposal of tangible assets | - | (27,238)
Interest paid | - | 20,330
Interest received | (164,254) | (323,789)
Taxation charge | - | 1,112,742
Decrease in stocks | - | 1,102,352
Decrease in debtors | 584,381 | 2,047,602
(Increase) in amounts owed by related parties | (1,926,341) | (67,204)
(Decrease) in creditors | (41,207) | (2,281,874)
(Decrease) in amounts owed to related parties | (1,738,178) | (10,569,281)
Corporation tax received/(paid) | - | (141,990)
Loss on disposal of subsidiary | 334,169 | -
Net cash generated from operating activities | 16,785 | (9,823,760)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | - | (2,882)
Sale of subsidiary's intangible fixed assets | - | 287,561
Purchase of tangible fixed assets | (75,752) | (112,470)
Sale of tangible fixed assets | - | 27,238
Sale of subsidiary's tangible fixed assets | - | 1,003,971
Sale of subsidiary (net of cash disposed of) | (75,343) | -
Purchase of unlisted and other investments | - | (7,819)
Sale of unlisted and other investments | - | 60,000
Sale of subsidiary's unlisted and other investments | - | 93,773
Interest received | 164,254 | 323,789
Net cash from investing activities | 13,159 | 1,673,161
Cash flows from financing activities |  |
Dividends paid | (3,500,000) | (21,060)
Interest paid | - | (20,330)
Net cash used in financing activities | (3,500,000) | (41,390)
Page 13
RUBERY OWEN HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | £ | £
Net (decrease) in cash and cash equivalents | (3,470,056) | (8,191,989)
Cash and cash equivalents at beginning of year | 4,067,883 | 12,259,872
Cash and cash equivalents at the end of year | 597,827 | 4,067,883
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 597,827 | 4,067,883
| 597,827 | 4,067,883
The notes on pages 15 to 35 form part of these financial statements.
Page 14
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Rubery Owen Holdings Limited is a company limited by shares, incorporated in England and Wales. Its registered office is 3 Waterfront Business Park, Brierley Hill, West Midlands, DY5 1LX. The Group operates within the UK and sold primarily to the UK. The principal activity of the company is the holding of heritage assets and their transfer to suitable charitable entities. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statement in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The financial statements are prepared in Sterling, which is considered to be the functional currency of the company, and are rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The Company will continue to realise its assets and maximise its cash resources. The directors therefore continue to adopt the going concern basis in preparing the financial statements. Page 15
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the amount of revenue can be measured reliably; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Sale of services Revenue from services is recognised in the period in which the services are provided and when the service has been completed in full. Rental income Rental income is recognised in the period to which the rent receivable relates. Page 16
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Operating leases
Operating leases All other leases are treated as operating leases. Where the Company is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.
| 2.7 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest rate method.
| 2.9 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pension costs
Defined contribution scheme Payments in respect of other post-retirement benefits are charged to the Statement of Comprehensive Income in the period to which they relate.
| 2.11 | Current taxation
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Page 17
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Deferred taxation
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing differences at the reporting date with certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
| 2.13 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Brands | - | 10 | years
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 2.5% - 4.0%
|  |  |  | Plant, machinery, equipments and motor vehicles | - | 6.0% - 50.0% straight line / 25.0% reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income. Page 18
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.15 | Impairment of fixed assets
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.17 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.18 | Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
| 2.19 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.20 | Provisions for liabilities
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in the Statement of Comprehensive Income in the period it arises.
| 2.21 | Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Page 19
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued) (i) Financial assets Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income. 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 the Statement of Comprehensive Income. 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 the Statement of Comprehensive Income, 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. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. (ii) Financial liabilities Basic financial liabilities, including trade and other payables and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Page 20
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued) Financial instruments (continued) (iii) Offsetting 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.
| 2.22 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: Impairment of investments All investments are reviewed on at least an annual basis for any indicators of impairment. Where the recoverable amount attached to an investment is lower than the carrying amount, an impairment loss is recognised to bring the carrying amount in line with the recoverable amount. Page 21
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sale of goods | 99,566 | 6,054,351
| Render of services | - | 40,668
|  | 99,566 | 6,095,019
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 99,566 | 5,459,517
| Rest of Europe | - | 499,096
| Rest of the world | - | 136,406
|  | 99,566 | 6,095,019
5. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other operating income | - | 4,500
| Government grants receivable | - | 133,511
|  | - | 138,011
6. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of owned tangible fixed assets | 10,244 | 85,209
| Amortisation of intangible assets | 8,617 | 8,617
| (Profit)/loss on disposal of tangible fixed assets | - | (27,238)
Page 22
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Auditors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for services relating to the Group |  |
| Audit of the Company's and subsidiaries annual accounts | 16,480 | 32,000
| Services relating to taxation | 23,618 | 17,650
| Other services | 5,948 | 14,885
|  | 46,046 | 64,535
8. | Employees
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 65,923 | 1,682,827 | - | 114,484
| Social security costs | 7,005 | 84,656 | - | 20,067
| Cost of defined contribution scheme | 3,798 | 47,393 | - | -
|  | 76,726 | 1,814,876 | - | 134,551
| The Directors are remunerated through New Hall Estates Limited. The average monthly number of employees, including the directors, during the year was as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | No. | No. | No. | No.
| Production | 4 | 26 | - | -
| Selling and distribution | - | 13 | - | -
| Administration | 6 | 17 | 6 | 6
|  | 10 | 56 | 6 | 6
Page 23
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees | 13,928 | 51,328
| Management services | - | 263,981
| Pension contributions | 1,127 | 74,316
|  | 15,055 | 389,625
| The number of Directors who accrued benefits under Group pension scheme was 0 (2023: 2). In addition to the above, Lindsay Guy (wife of R M Jenkins) received a salary and benefits of £Nil (2023: £33,135) for the year.
10. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interest receivable from group companies | - | 1,297
| Bank and other interest receivable | 164,254 | 322,492
|  | 164,254 | 323,789
11. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | - | 20,330
|  | - | 20,330
Page 24
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | - | (346)
| Adjustment in respect of previous years | - | 1,113,088
| Total deferred tax | - | 1,112,742
| Taxation on profit on ordinary activities | - | 1,112,742
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,067,309 | 315,730
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | 766,827 | 74,197
| Effects of: |  |
| Expenses not deductible for tax purposes | (381,808) | 100
| Income not taxable | (447,282) | -
| Adjustments to tax charge in respect of prior periods (deferred tax) | - | 1,200,800
| Remeasurement of deferred tax for changes in tax rates | - | (64)
| Other differences leading to an increase (decrease) in the tax charge | - | (137,801)
| Group relief | - | (25,228)
| Movement in deferred tax not recognised | 62,263 | 738
| Total tax charge for the year | - | 1,112,742
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 25
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends proposed | 6,369,993 | 21,060
|  | 6,369,993 | 21,060
14. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loans waived with group and related party companies | (3,679,784) | -
Page 26
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Intangible assets
| Group
|  | Brands | Development expenditure | Customer lists | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2024 | 86,170 | 5,500 | 170,123 | 261,793
| Disposals | - | - | (170,123) | (170,123)
| On disposal of subsidiaries | - | (5,500) | - | (5,500)
| At 31 December 2024 | 86,170 | - | - | 86,170
| Amortisation |  |  |  |
| At 1 January 2024 | 37,512 | 5,500 | 170,123 | 213,135
| Charge for the year | 8,617 | - | - | 8,617
| On disposals | - | - | (170,123) | (170,123)
| On disposal of subsidiaries | - | (5,500) | - | (5,500)
| At 31 December 2024 | 46,129 | - | - | 46,129
| Net book value |  |  |  |
| At 31 December 2024 | 40,041 | - | - | 40,041
| At 31 December 2023 | 48,658 | - | - | 48,658
Page 27
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 15.Intangible assets (continued)
| Company
|  | Brands
|  | £
| Cost |
| At 1 January 2024 | 86,170
| At 31 December 2024 | 86,170
| Amortisation |
| At 1 January 2024 | 37,512
| Charge for the year | 8,617
| At 31 December 2024 | 46,129
| Net book value |
| At 31 December 2024 | 40,041
| At 31 December 2023 | 48,658
Page 28
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Tangible fixed assets
| Group
|  | Freehold properties, land and buildings | Plant, machinery, equipment and motor vehicles | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 320,000 | 366,897 | 686,897
| Additions | 53,995 | 21,757 | 75,752
| Disposal of subsidiary | - | (358,271) | (358,271)
| At 31 December 2024 | 373,995 | 30,383 | 404,378
| Depreciation |  |  |
| At 1 January 2024 | - | 241,621 | 241,621
| Charge for the year | 2,453 | 7,791 | 10,244
| Disposal of subsidiary | - | (219,029) | (219,029)
| At 31 December 2024 | 2,453 | 30,383 | 32,836
| Net book value |  |  |
| At 31 December 2024 | 371,542 | - | 371,542
| At 31 December 2023 | 320,000 | 125,276 | 445,276
Page 29
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 16.Tangible fixed assets (continued)
| Company
|  | Freehold properties, land and buildings | Plant, machinery, equipment and motor vehicles | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 320,000 | 30,383 | 350,383
| Additions | 53,995 | - | 53,995
| At 31 December 2024 | 373,995 | 30,383 | 404,378
| Depreciation |  |  |
| At 1 January 2024 | - | 30,383 | 30,383
| Charge for the year | 2,453 | - | 2,453
| At 31 December 2024 | 2,453 | 30,383 | 32,836
| Net book value |  |  |
| At 31 December 2024 | 371,542 | - | 371,542
| At 31 December 2023 | 320,000 | - | 320,000
Page 30
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 1,977,106
| Disposals | (500,000)
| At 31 December 2024 | 1,477,106
| Impairment |
| At 1 January 2024 | 1,141,102
| Charge for the period | 336,004
| At 31 December 2024 | 1,477,106
| Net book value |
| At 31 December 2024 | -
| At 31 December 2023 | 836,004
| The Company disposed of its investment in Merlin Powder Characterisation Limited during May 2024 for a consideration of £30,000. The remaining carrying value of the Company's subsidiaries was impaired to Nil as they are being dissolved during 2025.
Page 31
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade debtors | 4,180 | 141,457 | 4,180 | 31,879
| Amounts owed by group undertakings | - | - | - | 1,855,338
| Amounts owed by related parties | 2,748,295 | 821,954 | 2,748,295 | 50,000
| Other debtors | 111,261 | 228,762 | 111,194 | 174,455
| Prepayments and accrued income | - | 329,603 | - | 327,360
|  | 2,863,736 | 1,521,776 | 2,863,669 | 2,439,032
| Amounts due from group undertakings and amounts owed by related parties have no fixed repayment date and are interest free.
19. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 597,827 | 4,067,883 | 597,827 | 3,683,386
|  | 597,827 | 4,067,883 | 597,827 | 3,683,386
20. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade creditors | 210,818 | 161,521 | 210,818 | 153,409
| Amounts owed to group undertakings | - | - | - | 469,871
| Amounts owed to related parties | - | 1,738,178 | - | 1,738,178
| Other taxation and social security | - | 19,619 | - | -
| Other creditors | 2,869,993 | 8,887 | 2,869,993 | 820
| Accruals and deferred income | 164,361 | 214,742 | 162,461 | 199,138
|  | 3,245,172 | 2,142,947 | 3,243,272 | 2,561,416
| Amounts due to group undertakings and amounts owed to related parties have no fixed repayment date and are interest free. Included within other creditors are dividends payable of £2,869,993 (2023: £Nil).
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RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
21. | Financial instruments
| The capital structure of the Group and Company includes borrowings, cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital and retained earnings as disclosed in the Statement of Changes in Equity. Categories of financial instruments Financial assets / (liabilities) at amortised cost:
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Cash and bank balances | 597,827 | 4,067,883
| Trade debtors and other receivables | 4,180 | 141,457
| Amounts owed from related parties | 2,748,295 | 821,954
| Amounts owed to related parties | - | (1,738,178)
| Trade creditors and other payables | (210,818) | (161,521)
|  | 3,139,484 | 3,131,595
22. | Deferred taxation
| Group
|  | 2024
|  | £
| At beginning of year | (9,988)
| Disposal of subsidiary | 9,988
| At end of year | -
|  | Group | Group
|  | 2024 | 2023
|  | £ | £
| Accelerated capital allowances | - | 9,988
|  | - | 9,988
| The Company has no deferred tax assets or liabilities.
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RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
23. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,029,408 (2023 - 1,029,408) Ordinary shares of £0.0001 (2023: £1.00) each | 103 | 1,029,408
| Sub-division of shares and Capital Reduction On 16 October 2024, the company undertook a subdivision of its share capital, whereby each ordinary share of £1.00 was subdivided into 10,000 ordinary shares of £0.0001 each. As a result, the number of ordinary shares in issue increased from 1,029,408 to 10,294,080,000, while the total nominal value of the share capital remained unchanged at £1,029,408. Subsequently, on 4 November 2024, the company carried out a capital reduction in accordance with the provisions of the Companies Act 2006. The nominal value of each ordinary share remained at £0.0001, but the aggregate share capital was reduced from £1,029,408 to £103, with the difference of £1,029,305 transferred to retained earnings. This reduction was supported by a solvency statement and approved by the shareholders. These transactions were undertaken to simplify the capital structure and increase the company’s distributable reserves.
24. | Reserves
Share premium account Being the amounts paid for shares in excess of the par value. Profit and loss account The profit and loss accounts represents reserves that have accumulated through the normal course of trade.
25. | Financial risk management
The Group has exposures to four main areas of risk - liquidity risk, customer credit exposure, interest rate risk and exchange rate risk. Liquidity risk The objective of the Group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Group expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations the Group has credit facilities available. The Group believes that it is in a position to meet its commitments and obligations as they fall due. Interest rate risk The Group borrows from its bankers using either overdrafts or term loans whose tenure depends on the nature of the financing and management's view of the future direction of interest rate. Page 34
RUBERY OWEN HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
26. | Pension commitments
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable from the Group to the fund and amounted to £11,001 (2023: £47,393). Contributions totalling £Nil (2023: £Nil) were payable to the fund at the balance sheet date and are included in creditors.
27. | Related party transactions
| The Group has taken the exemption under section 33 of FRS 102 to not disclose transactions or balances with other qualifying group companies. New Hall Estates Limited is a related party as a result of common ownership. As at 31 December 2024, the Company is owed £2,698,295 (2023: owed £1,738,178) from/ to New Hall Estates Limited. British Racing Motors Limited is a related party as a result of common ownership. As at 31 December 2024, the Company is owed £50,000 (2023: £50,000) from British Racing Motors Limited.
28. | Post balance sheet events
Following the year end, all of the Group's subsidiaries have been dissolved.
29. | Controlling party
The directors are of the opinion that there is no single controlling party.
Page 35