Bray Holdco Limited - Limited company accounts 25.1

REGISTERED NUMBER: 15655153 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Period 17 April 2024 to 31 December 2024

for

Bray Holdco Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Notes to the Consolidated Financial Statements

13

DIRECTORS:

Ms S Collins

Ms K Hallett

Mr G Paul-Florence

REGISTERED OFFICE:

Ellenborough House

Wellington Street

Cheltenham

GL50 1YD

REGISTERED NUMBER:

15655153 (England and Wales)

AUDITORS:

WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

The directors present their report with the financial statements of the company and the group for the period 17 April 2024 to 31 December 2024.

COMMENCEMENT OF TRADING

The group was incorporated on 17 April 2024 and completed the acquisition of Bray Group Limited on 28 May 2024. Consequently, the group financial statements include the results of Bray Group Limited from the date of acquisition

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of of the manufacture and distribution of chemist sundries and pharmaceutical store products.

DIRECTORS

The directors who have held office during the period from 17 April 2024 to the date of this report are as follows:

Mr S A J Bannerman - appointed 17 April 2024 - resigned 17 December 2024

Mr P A Wittet - appointed 17 April 2024 - resigned 17 December 2024

Ms S Collins - appointed 28 May 2024

Ms K Hallett - appointed 28 May 2024

Mr G Paul-Florence - appointed 17 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Ms K Hallett - Director

26 November 2025

Opinion

We have audited the financial statements of Bray Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

-	adequate accounting records have not been kept 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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.

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

-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill 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;

-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 assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-identified laws and regulations were communicated within the audit team regularly and the team remained alert to instance of non-compliance throughout the audit.

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;

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

-understanding the design of the company's remuneration policies.

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

-performed analytical procedures to identify unusual or unexpected relationships;

-tested journal entries to identify unusual transactions;

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

-investigated the rationale behind significant or unusual transactions.

Audit response to risks identified

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; and

-reviewing correspondence with HMRC, relevant regulators and company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

26 November 2025

TURNOVER

2,074,595

Cost of sales

(997,985

)

GROSS PROFIT

1,076,610

Administrative expenses

(1,169,530

)

OPERATING LOSS

4

(92,920

)

Interest receivable and similar income

4,266

(88,654

)

Interest payable and similar expenses

(497,877

)

LOSS BEFORE TAXATION

(586,531

)

Tax on loss

(31,753

)

LOSS FOR THE FINANCIAL PERIOD

(618,284

)

Loss attributable to:

Owners of the parent

(618,284

)

FIXED ASSETS

Intangible assets

6

6,055,447

Tangible assets

7

475,742

Investments

8

-

6,531,189

CURRENT ASSETS

Stocks

314,091

Debtors

9

768,128

Cash at bank

572,668

1,654,887

CREDITORS

Amounts falling due within one year

10

(441,571

)

NET CURRENT ASSETS

1,213,316

TOTAL ASSETS LESS CURRENT LIABILITIES

7,744,505

CREDITORS

Amounts falling due after more than one year

11

(8,185,531

)

PROVISIONS FOR LIABILITIES

(81,258

)

NET LIABILITIES

(522,284

)

CAPITAL AND RESERVES

Called up share capital

96,000

Retained earnings

(618,284

)

(522,284

)

The 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 26 November 2025 and were signed on its behalf by:

Ms K Hallett - Director

FIXED ASSETS

Intangible assets

6

-

Tangible assets

7

-

Investments

8

1

CURRENT ASSETS

Debtors

9

95,999

TOTAL ASSETS LESS CURRENT LIABILITIES

96,000

CAPITAL AND RESERVES

Called up share capital

96,000

Company's profit for the financial year

-

The 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 26 November 2025 and were signed on its behalf by:

Ms K Hallett - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Changes in equity

Issue of share capital

96,000

-

96,000

Total comprehensive income

-

(618,284

)

(618,284

)

Balance at 31 December 2024

96,000

(618,284

)

(522,284

)

Called up

share

Retained

Total

capital

earnings

equity

£

Changes in equity

Issue of share capital

96,000

-

96,000

Balance at 31 December 2024

96,000

-

96,000

1.	STATUTORY INFORMATION

Bray Holdco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

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

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

The company does not make significant estimates and assumptions concerning the future.

Turnover

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

Turnover from the sale of products is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of ten years.

Development costs are being amortised evenly over their estimated useful life of four years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Land and buildings - in accordance with the property

Plant and machinery etc - 25% on cost, 25% on reducing balance and 10% on reducing balance

Stocks

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

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 31 .

4.	OPERATING LOSS

The operating loss is stated after charging:

£

Depreciation - owned assets

42,161

Goodwill amortisation

383,045

Patents and licences amortisation

1,920

Development costs amortisation

1,621

Auditors' remuneration

18,000

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

£

COST

At 17 April 2024

-

21,259

Additions

6,413,376

22,957

6,436,333

At 31 December 2024

6,413,376

44,216

6,457,592

AMORTISATION

At 17 April 2024

-

15,559

Charge for period

383,045

3,541

386,586

At 31 December 2024

383,045

19,100

402,145

NET BOOK VALUE

At 31 December 2024

6,030,331

25,116

6,055,447

At 16 April 2024

-

5,700

7.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

COST

At 17 April 2024

188,675

1,553,977

1,742,652

Additions

-

43,498

Disposals

-

(46,200

)

(46,200

)

At 31 December 2024

188,675

1,551,275

1,739,950

DEPRECIATION

At 17 April 2024

36,001

1,210,511

1,246,512

Charge for period

2,000

40,161

42,161

Eliminated on disposal

-

(24,465

)

(24,465

)

At 31 December 2024

38,001

1,226,207

1,264,208

NET BOOK VALUE

At 31 December 2024

150,674

325,068

475,742

At 16 April 2024

152,674

343,466

496,140

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertaking

£

COST

Additions

1

At 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

£

Trade debtors

552,808

-

Amounts owed by group undertakings

-

95,999

Other debtors

215,320

-

768,128

95,999

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

£

Bank loans and overdrafts

168,569

Trade creditors

76,726

Taxation and social security

63,695

Other creditors

132,581

441,571

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

£

Bank loans

2,515,344

Other creditors

5,670,187

8,185,531

The group entered into loan note agreements on 28 May 2024 with funds managed by MNL Nominees Ltd and management. The total amount of £5,352,000 was issued in loan notes consisting of £5,218,000 secured priority A loan notes and £134,000 unsecured B loan notes. All loan notes are repayable in 2029, or earlier if a qualifying condition is satisfied. Interest on the loan notes accrue at a rate of 10% per annum. Secured loan notes are secured by a fixed and floating charge over the assets of the group.

12.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-

cancellable

operating

leases

£

Within one year

125,000

Between one and five years

500,000

In more than five years

41,667

666,667

13.	SECURED DEBTS

The following secured debts are included within creditors:

Group

£

Bank loans

2,683,913

Other loans

5,670,187

8,354,100

Bank loans are secured by a fixed and floating charge over the assets of the group.

14.	PENSION COMMITMENTS

The group operates a defined contribution pension scheme. During the year, amounts charged to the profit and loss were £26,093. At 31 December 2024, amounts outstanding were £19,424.

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is considered to be Ethos Partners LLP, a limited liability partnership registered under OC420647 in England and Wales with its registered office being 1 Earlham Street, London, WC2H 8HL acting in its capacity as the investment manager of assets held by MNL Nominees Limited.