John Morrison (highland outfitters) Limited

	Page
Balance Sheet	1—2
Statement of Changes in Equity	3
Notes to the Financial Statements	4—7

	Share Capital	Revaluation reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 April 2023	20,000	1,284,144	1,830,659	3,134,803
Profit for the year and total comprehensive income	-	-	1,317,469	1,317,469

As at 31 March 2024 and 1 April 2024	20,000	1,284,144	3,148,128	4,452,272


Profit for the year and total comprehensive income	-	-	1,017,162	1,017,162

Dividends paid	-	-	(2,750,000)	(2,750,000)

As at 31 March 2025	20,000	1,284,144	1,415,290	2,719,434

1. General Information

John Morrison (highland outfitters) Limited is a private company, limited by shares, incorporated in Scotland, registered number SC039987 . The registered office is C/O Gilson Gray LLP, 160 West George Street, Glasgow, G2 2HG.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.3. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the separable net assets. It is amortised to profit and loss account over its estimated economic life of 10 years.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	2% on cost
Leasehold	Over the period of lease
Motor Vehicles	20% on cost
Fixtures & Fittings	20% to 25% on cost

2.5. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

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John Morrison (highland outfitters) Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.6. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.7. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other year and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and asset reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

3. Average Number of Employees

Average number of employees, including directors, during the year was: NIL (2024: NIL)

4. Intangible Assets

	Goodwill
	£
Cost
As at 1 April 2024	330,000

As at 31 March 2025	330,000

Amortisation
As at 1 April 2024	330,000

As at 31 March 2025	330,000

Net Book Value
As at 31 March 2025	-

As at 1 April 2024	-

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John Morrison (highland outfitters) Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

5. Tangible Assets

	Land & Buildings	Plant & Machinery etc.	Total
	£	£	£
Cost
As at 1 April 2024	1,686,590	397,297	2,083,887
Additions	-	16,463	16,463

As at 31 March 2025	1,686,590	413,760	2,100,350

Depreciation
As at 1 April 2024	153,127	388,729	541,856
Provided during the period	15,456	4,822	20,278

As at 31 March 2025	168,583	393,551	562,134

Net Book Value
As at 31 March 2025	1,518,007	20,209	1,538,216

As at 1 April 2024	1,533,463	8,568	1,542,031

Cost or valuation as at 31 March 2025 represented by:

	Land & Property
	Freehold	Leasehold	Fixtures & Fittings	Total
	£	£	£	£
At cost	1,657,600	28,990	413,760	2,100,350

	1,657,600	28,990	413,760	2,100,350

6. Stocks

	2025	2024
	£	£
Finished goods	417,397	569,174

7. Debtors

	2025	2024
	£	£
Due within one year
Other debtors	3,612,140	4,121,884

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John Morrison (highland outfitters) Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	82,223	87,439
Other creditors	2,493,419	1,298,777
Taxation and social security	313,281	429,645

	2,888,923	1,815,861

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	20,000	20,000

10. Reserves

	Revaluation Reserve
	£
As at 1 April 2024	1,284,144

As at 31 March 2025	1,284,144

11. Related Party Transactions

Debtors include a sum of £3,444,545 due from Gold Brothers Group Ltd, which is the Parent Undertaking of John Morrison Highland Outfitters Ltd. The company declared a dividend of £2,750,000 to its immediate parent company, Gold Brothers Group Ltd, which owns 100% of the company’s issued share capital.

Other creditors include an amount of £526,781 due to TWM (Scotland) Ltd and £674,808 due to SGD Management Ltd, companies which are now form part of the same group and ultimate holding company.

During the year the company was issued management fees of £801,929 from SGD Management Ltd and £272,383

from the Firm of Gold Brothers in which the directors have a material interest as shareholders, directors or partners. The company was also recharged interest of £88,664 from the Firm of Gold Brothers and £13,927 from Gold Brothers Group Ltd, parent company.

12. Ultimate Parent Undertaking and Controlling Party

On 31 January 2025, 100% of the issued share capital of the company was acquired by Gold Brothers Group Limited, a company incorporated and registered in the United Kingdom. The directors consider Gold Brothers Group Limited to be both the company’s immediate and ultimate parent undertaking.

The ultimate controlling party is Gold Brothers Group Limited who controls 100% of the shares of John Morrison (highland outfitters) Limited .

Following its acquisition, the company became a wholly owned subsidiary of Gold Brothers Group Limited.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		1,538,216		1,542,031

			1,538,216		1,542,031
CURRENT ASSETS
Stocks	6	417,397		569,174
Debtors	7	3,612,140		4,121,884
Cash at bank and in hand		44,639		39,079

		4,074,176		4,730,137
Creditors: Amounts Falling Due Within One Year	8	(2,888,923 )		(1,815,861 )

NET CURRENT ASSETS (LIABILITIES)			1,185,253		2,914,276

TOTAL ASSETS LESS CURRENT LIABILITIES			2,723,469		4,456,307

PROVISIONS FOR LIABILITIES
Deferred Taxation			(4,035 )		(4,035 )

NET ASSETS			2,719,434		4,452,272

CAPITAL AND RESERVES
Called up share capital	9		20,000		20,000
Revaluation reserve	10		1,284,144		1,284,144
Profit and Loss Account			1,415,290		3,148,128

SHAREHOLDERS' FUNDS			2,719,434		4,452,272