1.
General Information
Gold Brothers Group Limited
is a private company, limited by shares, incorporated in Scotland, registered number
SC660581
. The registered office is C/O Morton Fraser Llp, 5th Floor, Quartermile Two, 2 Lister Square, Edinburgh, EH3 9GL.
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 the 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 |
|
| Leasehold |
|
| Plant & Machinery |
|
| Motor Vehicles |
|
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.5.
Investment Properties
All investment properties are carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided for. Changes in fair value are recognised in the profit and loss account.
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
2.6.
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.
2.7.
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.
3.
Average Number of Employees
Average number of employees, including directors, during the period was: NIL (2024: NIL)
4.
Intangible Assets
| Goodwill | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 June 2024 |
|
||
| Additions |
|
||
| As at 31 March 2025 |
|
||
| Amortisation | |||
| As at 1 June 2024 |
|
||
| Provided during the period |
|
||
| As at 31 March 2025 |
|
||
| Net Book Value | |||
| As at 31 March 2025 |
|
||
| As at 1 June 2024 |
|
||
5.
Tangible Assets
| Land & Property | |||||
|---|---|---|---|---|---|
| Freehold | Leasehold | Investment Properties | Fixtures & Fittings | Total | |
| £ | £ | £ | £ | £ | |
| Cost | |||||
| As at 1 June 2024 |
|
|
|
|
|
| Additions |
|
|
|
|
|
| As at 31 March 2025 |
|
|
|
|
|
...CONTINUED
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
| Depreciation | |||||
| As at 1 June 2024 |
|
|
|
|
|
| Provided during the period |
|
|
|
|
|
| As at 31 March 2025 |
|
|
|
|
|
| Net Book Value | |||||
| As at 31 March 2025 |
|
|
|
|
|
| As at 1 June 2024 |
|
|
|
|
|
In June 2024, the freehold properties owned by the Group were valued by independent external valuers. The market value of the properties at that date was as follows:
- Gold Brothers Group Ltd – £16,675,000
- GL Attractions Ltd – £3,650,000
- John Morrison Ltd – £2,000,000
These valuations are provided for information purposes only and do not form part of the amounts recognised in the financial statements.
6.
Investments
6.
Investments - continued
6.
Investments - continued
| Unlisted | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 June 2024 |
|
| Additions |
|
| As at 31 March 2025 |
|
| Provision | |
| As at 1 June 2024 |
|
| As at 31 March 2025 |
|
| Net Book Value | |
| As at 31 March 2025 |
|
| As at 1 June 2024 |
|
On 31 January 2025, Gold Brothers Group Ltd became the ultimate holding company of the group through a reorganisation involving:
The acquisition of 100% of the share capital of four connected companies incorporated in United Kingdom by means of a share-for-share exchange with no cash consideration; and the incorporation of the trade, assets and liabilities of The Firm of Gold Brothers, a partnership which ceased trading on that date. The directors and shareholders of all entities and the former partnership were identical before and after the reorganisation.
...CONTINUED
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
Incorporation of The Firm of Gold Brothers
The trade and net assets of The Firm of Gold Brothers were transferred to Gold Brothers Group Ltd at fair value on 31 January 2025.
The transfer resulted in the recognition of goodwill amounting to £7,405,321, representing the excess of the fair value of consideration (in the form of shares issued) over the book value of the net assets acquired. The goodwill is capitalised as an intangible fixed asset and is being amortised over its estimated useful life of 10 years.
...CONTINUED
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
Investments in Subsidiary Undertakings
The total consideration for these acquisitions amounted to £61,926,628, representing unlisted investments in subsidiary undertakings as shown below:
|
Company Name
|
Shareholding
|
Nature of Business
|
2025
|
|
%
|
£
|
||
|
GL Attractions Limited
|
100%
|
Retail and Toursim
|
35,632,123
|
|
TWM Scotland Holdings Limited
|
100%
|
Holding company of a Retail & Tourism Company named TWM (Scotland) Ltd
|
9,770,728
|
|
John Morrison (Highland Outfitters) Limited
|
100%
|
Retail and Toursim
|
16,523,774
|
|
Gold Brothers England Ltd
|
100%
|
Dormant company
|
3
|
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61,926,628
|
|||
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|
Nature of Transaction
The acquisitions represent a common control transaction. Accordingly, the investments have been recorded at book value, reflecting the carrying amounts of the subsidiaries’ net assets at the date of reorganisation.
No goodwill or gain on acquisition arises, as the transaction was undertaken among entities under common ownership and control.
Basis of Valuation
Investments in subsidiary undertakings are stated at cost less any impairment. The directors consider the carrying values to be supported by the underlying net assets and expected future profitability of the subsidiaries.
Group Structure
Following these transactions, Gold Brothers Group Ltd became the parent company of the following wholly owned subsidiaries, all incorporated in the United Kingdom.
7.
Stocks
| 31 March 2025 | 31 May 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
8.
Debtors
| 31 March 2025 | 31 May 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
|
| Amounts owed by group undertakings | 1,949,536 | - | |
| Other debtors | 13,453,416 | 3 | |
|
|
|
||
9.
Creditors: Amounts Falling Due Within One Year
| 31 March 2025 | 31 May 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Other taxes and social security |
|
- | |
| Other creditors |
|
|
|
| Bank overdraft (secured) |
|
|
|
| Accruals and deferred income |
|
|
|
| Amounts owed to subsidiaries |
|
|
|
| Amounts owed to related parties |
|
|
|
|
|
|
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10.
Creditors: Amounts Falling Due After More Than One Year
| 31 March 2025 | 31 May 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans |
|
|
|
Gold Brothers Group Limited
Notes to the Financial Statements (continued)
For the Period 1 June 2024 to 31 March 2025
12.
Directors Advances, Credits and Guarantees
Included within Debtors are the following loans to directors:
| As at 1 June 2024 | Amounts advanced | Amounts repaid | Amounts written off | As at 31 March 2025 | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| Mr Dildar Singh |
|
|
|
- |
|
| Mr Galab Singh |
|
|
|
- |
|
| Mr Surinder Singh |
|
|
|
- |
|
The above loan is unsecured, interest free and repayable on demand.
13.
Dividends
After the reporting date, the directors declared a dividend of £100,000. The dividend was settled by crediting the directors’ loan accounts. As the dividend was declared after the reporting date, no liability has been recognised in the statement of financial position at the year end.
14.
Related Party Transactions
Amounts owed by group undertakings include an amount due of £1,949,536 from TWM Scotland Holdings Ltd a 100% subsidiary of Gold Brothers Group Ltd. Amounts owed by related entities includes £9,754,134 from SGD Management Ltd, a company in which the directors have a material interest as shareholders and directors.
Amounts owed to related entities include an amount due of £242,584 to The Firm of Gold Brothers which the directors have a material interest as partners. Amounts owed to Subsidiaries include an amount of £6,194,545 due to John Morrison Highland Outfitters Ltd, a 100% subsidiary of Gold Brothers Group Ltd. Further amounts owed to Subsidiaries included £12,991,968 due to GL Attractions Ltd, a 100% Subsidiary of Gold Brothers Group Ltd.
During the year the company was issued management fees of £586,068 from SGD Management Ltd.
After the reporting date, a dividend of £100,000 was declared and settled by crediting the directors’ loan accounts
15.
Exceptional Items
During the year, the Company carried out a detailed review of its inventory valuation in light of current market conditions and expected selling prices. This review identified certain product lines whose estimated net realisable values were lower than cost.
As a result, a one-off stock valuation adjustment of £1,033,268 has been recognised to write down the carrying value of inventory to its estimated net realisable value.
This adjustment has been presented as an exceptional item within administrative expenses, as management considers it non-recurring and not reflective of the Company’s underlying trading margin.