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Registered number:
For the Period Ended
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Company Information
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Contents
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Strategic Report
For the Period Ended 31 December 2024
The directors have pleasure in submitting their strategic report for RSCPBR A Limited for the period to 31 December 2024.
The company exists as a holding company for a number of subsidiaries and as such, it has no trade.
As the company is a holding company there is no further reference included regards strategy, S172 or SECR requirements but details can be found within the financial statements of the ultimate parent company RSCPBR Limited.
Because of the purpose of the company and the carrying value of its assets, the directors do not consider that the company is exposed to any significant risks.
Due to the diverse nature of the businesses, the Directors use differing performance indicators, both financial and non-financial to assess and monitor the position of the Company.
The financial indicators such as current ratio and return on capital employed are used to analyse the balance sheet. General non-financial performance indicators are staff turnover, staff satisfaction and health and safety amongst others.
The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its sole members.
This report was approved by the board on 15 December 2025 and signed on its behalf.
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Directors' Report
For the Period Ended 31 December 2024
The directors present their Annual report and the financial statements for the period from 16 December 2023 (Date of incorporation) and ended
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £17,546,296.
No final dividend is recommended.
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Directors' Report (continued)
For the Period Ended 31 December 2024
The directors who served during the period were:
A M Calder (appointed 14 November 2025)
The Directors are entitled to an indemnity under the Articles of Association of the Company. In addition the Directors and Officers of the Company and its subsidiaries benefit from Director's and Officers' liability insurance cover in respect of legal actions brought against them.
As part of the group restructuring process, Key Holding Company Ltd, a wholly owned subsidiary of the Company, is to be liquidated, and its assets and liabilities will be hived up to the Company. The date of the liquidation is 30 May 2025. There have been no other significant events since the year end.
The Director remains confident that 2025 will remain profitable and enable the Group to improve its current performance.
The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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Directors' Report (continued)
For the Period Ended 31 December 2024
This report was approved by the board on
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Independent Auditor's Report to the Members of RSCPBR A Limited
We have audited the financial statements of RSCPBR A Limited (the 'Company') for the period ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies.. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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Independent Auditor's Report to the Members of RSCPBR A Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 period 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Independent Auditor's Report to the Members of RSCPBR A Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙We obtained an understanding of the company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard discussions with management and through our own audit experience.;
∙We determined the principal laws and regulations relevant to the company in this regard to be those arising from FCA rules as well as those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation.
∙We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:
°Review of board meeting minutes;
°Review of legal and professional fees;
°Enquiries of management.
∙We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the potential for management bias in the valuation of investments as management use detailed cash flow forecasts in their impairment model to determine the value in use of the assets. We addressed this by challenging the appropriateness of judgements and estimates used in the cash flow forecasts as well as the appropriateness of the impairment models
∙As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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Independent Auditor's Report to the Members of RSCPBR A Limited (continued)
Auditor's responsibilities for the audit of the financial statements (continued)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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.
for and on behalf of
Statutory Auditor
Chartered Accountants
15 Westferry Circus
Canary Wharf
E14 4HD
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Statement of Comprehensive Income
For the Period Ended 31 December 2024
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Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 17 form part of these financial statements.
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Statement of Changes in Equity
For the Period Ended 31 December 2024
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Notes to the Financial Statements
For the Period Ended 31 December 2024
RSCPBR A 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 company information page.
The presentational currency of the financial statements is Pounds Sterling (£) and the accounts are rounded to the nearest £1.
2.Accounting policies
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 statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of RSCPBR Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Cardiff,
CF4 3UZ..
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The company and subsidiary results are included in the consolidated financial statements of the ultimate parent company, RSCPBR Limited, Saturn Building, Firstpoint, Balby Carr Bank, Doncaster, England, DN4 5JQ.
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Notes to the Financial Statements
For the Period Ended 31 December 2024
2.Accounting policies (continued)
This represents dividend income. Dividend income is recognised when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the entity, and the amount of the dividend can be measured reliably. Dividend income is presented as other income in the statement of profit or loss, unless it forms part of the entity’s ordinary activities.
Other Equity are shares pending issuance represent equity instruments that the Company is contractually obligated to issue under a binding agreement but for which legal title has not yet transferred. These instruments are disclosed within equity as “Other equity” until the issuance conditions are satisfied and the shares are legally issued.
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 When considering any impairment of investments, the directors' use impairment models with detailed cash flow forecasts to determine the value in use of the assets. The impairment testing involves significant judgements as to whether the estimated future cash flows can support the carrying value of the asset.
During the year and at the year-end date there was no auditor's remuneration as relevant costs were borne by the company's parent company, RSCPBR Limited.
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Notes to the Financial Statements
For the Period Ended 31 December 2024
The Company has no employees other than the directors, who did not receive any remuneration.
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Notes to the Financial Statements
For the Period Ended 31 December 2024
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Notes to the Financial Statements
For the Period Ended 31 December 2024
Other equity represents unissued shares for consideration of the shares in Key Holdings Ltd, a fully owned subsidiary of the Company.
On 1 July 2024, the Company had entered into an agreement to subscribe for 12,794,999 ordinary A shares of £1 each and 1 ordinary B share of £1 in its fully owned subsidiary, Key Holding Company Limited, for a total consideration of £72,645,001, as part of the group restructuring process. Prior to the transfer, the majority shareholder of Key Holding Company Limited was RSCPBR Limited, the parent company of the Company. RSCPBR Limited held 10,747,799 ordinary A shares of £1 each in Key Holding Company Ltd and the consideration to RSCPBR Limited amounts to £61,021,800. Under the terms of the agreement, settlement will occur solely through the issuance of a fixed number of shares in the Company for a fixed amount of consideration. Accordingly, the Company has recognised £72,645,001 within equity as Other equity - Equity pending issuance. This amount will be reclassified to share capital upon issuance of the shares.
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Notes to the Financial Statements
For the Period Ended 31 December 2024
At 31 December 2024, the immediate parent undertaking is RSCPBR Limited, a company incorporated in the United Kingdom and registered in England and Wales. Copies of the financial statements for RSCPBR Limited can be obtained from its registered office, Saturn Building, FirstPoint, Balby Carr Bank, Doncaster, South Yorkshire, DN4 5JQ.
At 31 December 2024, the ultimate parent undertaking is RSCPBR Limited, a company incorporated in the United Kingdom and registered in England and Wales. The parent undertaking of the largest group to consolidate their financial statements is RSCPBR Limited, a company incorporated in the the United Kingdom and registered in England and Wales. Copies of these financial statements can be obtained from Companies House, Cardiff, CF14 3UZ.
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