RST Frome Services Limited Company accounts

COMPANY REGISTRATION NUMBER: 11357657

RST FROME SERVICES LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 September 2024

RST FROME SERVICES LIMITED

FINANCIAL STATEMENTS

YEAR ENDED 30 SEPTEMBER 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	3

Independent auditor's report to the member	5

Statement of income and retained earnings	9

Statement of financial position	10

Notes to the financial statements	11

RST FROME SERVICES LIMITED

OFFICERS AND PROFESSIONAL ADVISERS

The board of directors	M Omirou
	J Skok

Company secretary	M Blackmore & C Massos

Registered office	29 York Street
	London
	W1H 1EZ

Auditor	Streets Audit LLP
	Chartered accountants & statutory auditor
	21-33 Great Eastern Street
	Shoreditch
	London
	EC2A 3EJ

RST FROME SERVICES LIMITED

STRATEGIC REPORT

YEAR ENDED 30 SEPTEMBER 2024

As for many businesses of our size, the business environment in which we operate continues to be challenging. Our principal risk continues to be the fluctuations in the construction sector of the British Economy. We consider our KPIs to be turnover, net profit and net assets. These were as follows for the current and previous year:- Turnover - £10.8m (2023 - £15.8m) Net loss - £3.87m (2023 - net profit £1.6m) Net liabilities - £1.4m (2023 - net assets £2.2m) With the risks noted below and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control. The company's principal financial instruments comprise cash, bank borrowings and other items such as trade creditors that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the company's operations. The existence of these financial instruments exposes the company to a number of financial risks. The main risks arising from the company's financial risks are liquidity risk and interest rate risk. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. Liquidity risk The company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and using group facilities where necessary. Interest rate risk The company's exposure to market risk for the changes in interest rates relates primarily to its bank and other borrowings. The company seeks to manage this risk by keeping borrowings to a minimum. Outlook The company will continue to develop out the existing development and maximise returns. The outlook is potentially more favourable as interest rates are expected to reduce closer to more recent historic levels and the recent change of government which may lead to a more favourable housing market.

This report was approved by the board of directors on 26 December 2025 and signed on behalf of the board by:

M Omirou

Director

Registered office:

29 York Street

London

W1H 1EZ

RST FROME SERVICES LIMITED

DIRECTORS' REPORT

YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements of the company for the year ended 30 September 2024 .

Directors

The directors who served the company during the year were as follows:

M Omirou
J Skok

Dividends

Particulars of recommended dividends are detailed in note 9 to the financial statements.

Disclosure of information in the strategic report

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report 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 profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 26 December 2025 and signed on behalf of the board by:

M Omirou

Director

Registered office:

29 York Street

London

W1H 1EZ

RST FROME SERVICES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBER OF RST FROME SERVICES LIMITED

YEAR ENDED 30 SEPTEMBER 2024

Opinion

We have audited the financial statements of RST Frome Services Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of income and retained earnings, statement of financial position and the related notes, 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 company's affairs as at 30 September 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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.

Material uncertainty related to going concern

We draw attention to note 3 in the financial statements, which indicates that the company is reliant on support from the ultimate parent undertaking, Acorn PG Holdings Limited. We note the group is receiving financial support from related companies. The ability of the company to continue as a going concern is dependent on continuing financial support by the ultimate parent undertaking, which in turn is dependent on the continuing financial support of these related companies. These conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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. 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, 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 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 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 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was that we identified the material laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience of the property sector. We then assessed the extent of compliance with these laws and regulations through making enquiries of management. 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; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls we tested journal entries to identify unusual transactions, we assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and we investigated the rationale behind significant or unusual transactions. 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 and reviewing correspondence with relevant regulators. 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 or 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 auditor’s report. Use of our report

This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Day

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

21-33 Great Eastern Street

Shoreditch

London

EC2A 3EJ

26 December 2025

RST FROME SERVICES LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

YEAR ENDED 30 SEPTEMBER 2024

		2024	2023
Note		£	£
Turnover	4	10,854,680	15,834,546

Cost of sales	( 14,500,286)	( 13,725,888)
	-------------	-------------
Gross (loss)/profit	( 3,645,606)	2,108,658

Administrative expenses		( 226,123)	( 279,050)
Other operating income	5	15	–
		------------	------------
Operating (loss)/profit		( 3,871,714)	1,829,608

Other interest receivable and similar income	6	1,763	6,790
Interest payable and similar expenses	7	–	( 3)
		------------	------------
(Loss)/profit before taxation		( 3,869,951)	1,836,395

Tax on (loss)/profit	8	–	–
		------------	------------
(Loss)/profit for the financial year and total comprehensive income		( 3,869,951)	1,836,395
		------------	------------

Dividends paid and payable	9	–	( 150,899)

Retained earnings at the start of the year	2,454,234	768,738
	------------	------------
Retained (losses)/earnings at the end of the year	( 1,415,717)	2,454,234
	------------	------------

All the activities of the company are from continuing operations.

RST FROME SERVICES LIMITED

STATEMENT OF FINANCIAL POSITION

30 September 2024

	2024	2023
Note	£	£

Current assets

Stocks	10	11,360,959	16,600,420
Debtors	11	61,405	112,835
Cash at bank and in hand		16,186	28,199
		-------------	-------------
		11,438,550	16,741,454

Creditors: amounts falling due within one year	12	( 12,854,167)	( 9,647,971)
		-------------	-------------
Net current (liabilities)/assets		( 1,415,617)	7,093,483
		------------	------------
Total assets less current liabilities		( 1,415,617)	7,093,483

Creditors: amounts falling due after more than one year	13	–	( 4,639,149)
		------------	------------
Net (liabilities)/assets		( 1,415,617)	2,454,334
		------------	------------

Capital and reserves

Called up share capital	14	100	100
Profit and loss account	15	( 1,415,717)	2,454,234
		------------	------------
Shareholder (deficit)/funds		( 1,415,617)	2,454,334
		------------	------------

These financial statements were approved by the board of directors and authorised for issue on 26 December 2025 , and are signed on behalf of the board by:

M Omirou

Director

Company registration number: 11357657

RST FROME SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 SEPTEMBER 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 29 York Street, London, W1H 1EZ.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared in sterling on the historical cost basis and are prepared in sterling, which is the functional currency of the entity.

Going concern

The company is part of the Acorn Property Group and the ultimate parent company is Acorn PG Holdings Limited. The group has made a loss and has net liabilities however has unrealised profits on future development projects and is managing group cashflows to ensure liabilities are being paid as they fall due for payment. The group is receiving financial support from related companies to provide it with adequate working capital for a period of at least 12 months from the date of signing the financial statements and the ultimate parent company has provided group support. For these reasons, the directors have prepared the company's financial statements on a going concern basis.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Acorn PG Holdings Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) No cash flow statement has been presented for the company. (b) Disclosures in respect of financial instruments have not been presented. (c) Disclosures in respect of share-based payments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual outcome may diverge from these estimates if other assumptions are made, or other conditions arise. The key judgements and sources of estimation uncertainty that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: (i) Funding arrangements Management has assessed the substance of funding agreements for other loans and consider them to be financing arrangements. The sums advanced under these agreements are therefore included in creditors as financial liabilities. The financial liabilities are measured at transaction price, including any transaction costs and subsequent measurement is at amortised cost using the effective interest rate method. (ii) Profit recognition Stock consists of the acquisition cost of the land and buildings, together with related legal and professional costs, development and borrowing costs which is recorded as incurred during a project. An apportionment of stock is transferred to the profit and loss account when properties are sold on a project. The proportion of stock transferred is calculated so as to achieve a consistent margin across each individual project and is reliant on management's estimation of the total selling price. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the value of property. Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates may differ from the actual selling prices achieved in future periods. With the exception of the estimate described above, the directors consider that there are no other significant judgements or estimates in the preparation of these financial statements. (iii) Profit share Profit share income is recognised when properties are sold and is calculated as the net selling price less the acquisition cost of the land and buildings, together with related legal and professional costs, development and borrowing costs which is recorded over the life of the project. The proportion of profit share recognised is calculated to achieve a consistent margin and is reliant on management's estimation of the total selling price. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the value of the property. Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates may differ from the actual selling prices achieved in future periods.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable from the sale of developed residential and commercial property and other related income. Turnover from property sales is recognised at the date of legal completion of the sale.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against future taxable profits or against the reversal of deferred tax liabilities. Deferred tax relating to a non-depreciable asset that is measured using the revaluation model, or to investment properties measured at fair value, is measured using the tax rates and allowances that apply to the sale of the asset. Deferred tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Stocks

Stocks represents property acquired for development together with work in progress on those properties. The resultant tock and work in progress is valued at the lower of cost or net realisable value. Cost comprises the acquisition cost of the land and buildings, together with related legal and professional costs, development and borrowing costs. In considering net realisable value, it is assumed that developments will be completed and sold in the ordinary course of business and not placed on the market for immediate sale in their current state of development. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Financial instruments

The financial assets and financial liabilities of the company and their measurement basis are as follows: Financial assets - trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transactions in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment. Financial liabilities - trade creditors and other creditors are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Sale of units	10,850,280	15,826,638
Rent and service charges receivable	4,400	7,908
	-------------	-------------
	10,854,680	15,834,546
	-------------	-------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Other operating income

	2024	2023
	£	£
Other operating income	15	–
	----	----

6. Other interest receivable and similar income

	2024	2023
	£	£
Interest from group undertakings	1,763	–
Other interest receivable and similar income	–	6,790
	-------	-------
	1,763	6,790
	-------	-------

7. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	–	3
	----	----

8. Tax on (loss)/profit

Reconciliation of tax income

The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 22 %).

	2024	2023
	£	£
(Loss)/profit on ordinary activities before taxation	( 3,869,951)	1,836,395
	------------	------------
(Loss)/profit on ordinary activities by rate of tax	( 967,488)	354,625
Utilisation of tax losses	967,488	( 354,625)
	------------	------------
Tax on (loss)/profit	–	–
	------------	------------

9. Dividends

Dividends paid during the year (excluding those for which a liability existed at the end of the prior year):

	2024	2023
	£	£
Dividends on equity shares	–	150,899
	----	---------

10. Stocks

	2024	2023
	£	£
Work in progress	11,360,959	16,600,420
	-------------	-------------

During the year finance costs in respect of development amounted to £4,489,385 (2023: £913,816). Sales in the period of completed properties resulted in £5,620,076 (2023: £1,408,734) of these finance costs being released to cost of sales. At the year end, the remaining capitalised finance costs included within stock totalled £2,260,014 (2023: £3,390,705).

11. Debtors

	2024	2023
	£	£
Amounts owed by group undertakings	22,558	–
Other debtors	38,847	112,835
	--------	---------
	61,405	112,835
	--------	---------

12. Creditors: amounts falling due within one year

	2024	2023
	£	£
Bank loans and overdrafts	5,292,575	–
Trade creditors	813,732	304,891
Amounts owed to group undertakings	3,699,756	6,005,115
Accruals and deferred income	3,018,194	3,310,052
Other creditors	29,910	27,913
	-------------	------------
	12,854,167	9,647,971
	-------------	------------

Included within bank loans and overdrafts are loans of £5,292,575 (2023 - £nil) which are secured by a legal charge over the property, a debenture, a personal guarantee by a director and a guarantee by a fellow group company.

Included within amounts due to group undertakings is £2,245,090 (2023: £478,668) which is secured against the assets of the company.

13. Creditors: amounts falling due after more than one year

	2024	2023
	£	£
Bank loans and overdrafts	–	4,639,149
	----	------------

Included within bank loans and overdrafts are loans of £nil (2023 - £4,639,149) which are secured by a legal charge over the property, a debenture, a personal guarantee by a director and a guarantee by a fellow group company.

14. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	100	100	100	100
	----	----	----	----

15. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

16. Related party transactions

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.

17. Controlling party

RST Frome Investments Limited is the immediate parent company. Acorn PG Holdings Limited is the ultimate parent company. The registered office of the companies is 29 York Street, London, England, W1H 1EZ. Copies of the financial statements for the parent company and group can be obtained from Companies House.