J.A. Phillips Holdings Limited Filleted accounts for Companies House (small only)

COMPANY REGISTRATION NUMBER: 02639337

J.A. Phillips Holdings Limited

Directors' Report and Consolidated Financial Statements for the Year Ended

31 December 2024

J.A. Phillips Holdings Limited

Strategic Report

Year ended 31 December 2024

The directors present their Strategic Report on the Company and the Group for the year ended 31 December 2024. Business Review The Company's principal activity is that of a holding and management company. The Company owns freehold properties which are used by its subsidiaries for the purpose of carrying out its business. The Company holds shares in the following companies: i) Regal Brand Management Limited ii) The Old Rectory Property Company Limited iii) RBM GmbH iv) RBM Residual Brand Management GmbH v) Residual Brand Management Espana SL vi) RBM Polska SP. Z.O.O. vii) RBM Nederland B.V. viii) R&BM USA LLC Details with regard to the above subsidiaries are set out in note 14. The principal activity of most of the Company's subsidiaries during the year was the wholesale of fast moving consumer goods. The Group specialises and has many years' experience in the secure and discreet distribution of remnant and non-performing inventory to secondary markets in Europe. It works with multinational Fast-Moving Consumer Goods (FMCG) manufacturers distributing major brands. The Group has diversified by investing in a property company, whose main activity is renting, buying and selling of property.

Key Performance Indicators The group's key performance indicators are as follows:

		2024
	Turnover (£)	6,155,800
	Gross Profit (%)	40
	Operating Profit (%)	2

The turnover of the Group has decreased by 61% as compared to last year. There has been an improvement in gross profit margin while the operating profit margin has decreased as compared to 2023. The Group continued to be a specialist distributor for the European Independent Channel and Strategic Markets by providing a global service, thus ensuring the reputation of manufacturers' core brands. The directors are optimistic about the future performance of the Group. Principal Risks and Uncertainties The Group is exposed to the following risks: Obsolete stock The Group faces the risk of having a high volume of slow moving or obsolete stock, as it is required to sell via approved channels. Exchange rate risks The Group operates in international markets and therefore faces the risk of adverse exchange rate movements. Competition risks The marketplace is becoming more competitive than before as discounters and major retailers fight for growth and market share. Political risks As the Group operates in a number of international markets, it is exposed to the political environment in each of these markets. Threat of new entrants A number of new market players have joined the local market, thus increasing competition and posing a threat to the Group's business. Bargaining powers of suppliers There has been an increase in the number of new entrants joining the local market while the number of suppliers has remained the same, thereby increasing the bargaining power of suppliers. Principal Risks and Uncertainties(continued) In order to mitigate the risks referred to above, the Group operates to a minimal extent in strategic markets which are logistically unavailable due to their high-risk nature, including their volatile political position. Furthermore, the Group maintains a close relationship with its customers in order to better understand the market needs and to continuously provide a better service than its competitors. As part of its risk's diversification strategies, the Group holds investments in real estate.

Change in Market Strategy The Group has made a change in its market strategy as detailed below. The subsidiaries of the group are currently involved in a substantial contractual and commercial dispute with their largest supplier due to several breaches of its agreed working relationship. These breaches, which have been formally notified to the supplier, encompass serious allegations regarding, but not limited to, anti-competitive conduct, corporate governance deficiencies, pricing irregularities, and multiple infringements of agreed supply terms. Furthermore, the Group has diversified its strategy by increasing its focus in other related business activities and also in property management. The directors firmly believe that the change in strategy will improve the future performance of the Group. The said change in strategy is expected to enable the Company to strengthen its overall position in UK and Europe in the long term.

This report was approved by the board of directors on 19 December 2025 and signed on behalf of the board by:

Mr James Albert Phillips

Director

J.A. Phillips Holdings Limited

Directors' Report

Year ended 31 December 2024

The directors present their report and the financial statements of the group for the year ended 31 December 2024 .

Directors

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

Mr Matthew John Phillips
Mr James Albert Phillips
Mr James Daniel Phillips

Dividends

The directors do not recommend the payment of a dividend.

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 26 to the financial statements.

Disclosure of information in the strategic report

The information required under section 414C(11) of the Companies Act 2006 has been included in the strategic report.

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 group and the company and the profit or or loss of the group and 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; - state whether applicable accounting policies have been followed, subject to any material departures disclosed and explained in the financial statements; and - 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. Each of the persons who is a director at the date of approval of this report confirms that: - so far as he is aware, there is no relevant audit information of which the group's and the company's auditor is unaware; and - he has taken all steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information. Auditors

The auditors, Anderson Ross LLP, have expressed their willingness to continue in office and a resolution to appoint them will be proposed at the annual general meeting in accordance with section 485 of the Companies Act 2006.

This report was approved by the board of directors on 19 December 2025 and signed on behalf of the board by:

Mr James Albert Phillips

Director

J.A. Phillips Holdings Limited

Independent Auditor's Report to the Member of J.A. Phillips Holdings Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of J.A. Phillips Holdings Limited (the 'Parent Company') and its subsidiaries (altogether the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Income and Retained Earnings, the Company Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows and the related notes, including significant accounting policies in note 3. 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 issued by the Financial Reporting Council ('FRS 102') (altogether known as United Kingdom Generally Accepted Accounting Practice - 'UK GAAP'). In our opinion, the financial statements: - give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024, and of the Group's profit for the year then ended; - have been properly prepared in accordance with UK GAAP; and - have been prepared in accordance with the requirements of the Companies Act 2006 (the 'Act').

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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, 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.

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 or 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 other information comprises the information included in the Strategic Report and the Directors' Report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic Report and the Directors' 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.

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 Group and the Parent 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 Act 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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 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. (Continued on next page)

Auditor 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 the auditor's 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. The extent to which the audit was capable of detecting irregularities, including fraud 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 as follows: - The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills 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 Company's business 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 and taxation, data protection, anti-bribery, employment, environmental and health and safety legislation. - We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence. - We identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances 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, amongst others: - 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, amongst others: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - 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; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the Company's legal advisers. 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 is available on the Financial Reporting Council's website at: https:/www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibiliti es-for-the-audit/. This description forms part of our auditor's report. Use of our report

This report is made solely to the Parent Company's member, as a body, in accordance with Chapter 3 of Part 16 of the Act. Our audit work has been undertaken so that we might state to the Parent 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 Parent Company and the Parent Company's member as a body, for our audit work, for this report, or for the opinions we have formed.

Naraidoo Savomy FCA FCCA CTA

(Senior Statutory Auditor)

For and on behalf of

Anderson Ross LLP

Statutory Auditor

22 West Green Road

London

United Kingdom, N15 5NN

19 December 2025

J.A. Phillips Holdings Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	6,155,800	15,724,061

Cost of sales	3,703,476	10,415,116
	------------	-------------
Gross profit	2,452,324	5,308,945

Distribution costs		464,595	785,908
Administrative expenses		2,291,225	2,612,824
Other operating income	5	448,115	469,740
		------------	------------
Operating profit	6	144,619	2,379,953

Other interest receivable and similar income	10	1,127,580	566,335
Interest payable and similar expenses	11	45,566	41,322
		------------	------------
Profit before taxation		1,226,633	2,904,966

Tax on profit	12	301,219	765,243
		------------	------------
Profit after taxation		925,414	2,139,723

Other taxes not shown under the above	2,484	–
	---------	------------
Profit for the financial year and total comprehensive income	922,930	2,139,723
	---------	------------

All the activities of the group are from continuing operations.

J.A. Phillips Holdings Limited

Company Statement of Income and Retained Earnings

Year ended 31 December 2024

	2024	2023
Note	£	£
Profit for the financial year and total comprehensive income	789,312	1,772,450
Retained earnings at the start of the year	32,209,478	30,437,028
	-------------	-------------
Retained earnings at the end of the year	32,998,790	32,209,478
	-------------	-------------

J.A. Phillips Holdings Limited

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	13	9,262,490	7,525,536

Current assets

Stocks	15	500,095	2,137,239
Debtors	16	3,970,858	3,125,777
Cash at bank and in hand		20,018,402	20,408,296
		-------------	-------------
		24,489,355	25,671,312

Creditors: amounts falling due within one year	17	813,032	1,020,017
		-------------	-------------
Net current assets		23,676,323	24,651,295
		-------------	-------------
Total assets less current liabilities		32,938,813	32,176,831

Creditors: amounts falling due after more than one year	18	169,753	341,612

Provisions	19	141,938	131,027
		-------------	-------------
Net assets		32,627,122	31,704,192
		-------------	-------------

J.A. Phillips Holdings Limited

Consolidated Statement of Financial Position (continued)

31 December 2024

	2024	2023
Note	£	£

Capital and reserves

Called up share capital	23	300,000	300,000
Profit and loss account	24	32,327,122	31,404,192
		-------------	-------------
Shareholder funds		32,627,122	31,704,192
		-------------	-------------

These financial statements were approved by the board of directors and authorised for issue on 19 December 2025 , and are signed on behalf of the board by:

Mr James Albert Phillips

Director

Company registration number: 02639337

J.A. Phillips Holdings Limited

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	13	1,505,347	1,522,168
Investments	14	6,078,321	6,282,858
		------------	------------
		7,583,668	7,805,026

Current assets

Debtors	16	8,265,826	8,392,402
Cash at bank and in hand		19,287,695	17,578,956
		-------------	-------------
		27,553,521	25,971,358

Creditors: amounts falling due within one year	17	1,610,514	878,750
		-------------	-------------
Net current assets		25,943,007	25,092,608
		-------------	-------------
Total assets less current liabilities		33,526,675	32,897,634

Creditors: amounts falling due after more than one year	18	169,753	341,612

Provisions	19	58,132	46,544
		-------------	-------------
Net assets		33,298,790	32,509,478
		-------------	-------------

J.A. Phillips Holdings Limited

Company Statement of Financial Position (continued)

31 December 2024

	2024	2023
Note	£	£

Capital and reserves

Called up share capital	23	300,000	300,000
Profit and loss account	24	32,998,790	32,209,478
		-------------	-------------
Shareholder funds		33,298,790	32,509,478
		-------------	-------------

The profit for the financial year of the parent company was £ 789,312 (2023: £ 1,772,450 ).

These financial statements were approved by the board of directors and authorised for issue on 19 December 2025 , and are signed on behalf of the board by:

Mr James Albert Phillips

Director

Company registration number: 02639337

J.A. Phillips Holdings Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial year	922,930	2,139,723

Adjustments for:
Depreciation of tangible assets	58,593	36,277
Other interest receivable and similar income	( 1,127,580)	( 566,335)
Interest payable and similar expenses	45,566	41,322
Tax on profit	301,219	765,243
Accrued expenses/(income)	15,081	( 2,601)

Changes in:
Stocks	1,637,144	1,887,422
Trade and other debtors	( 845,081)	1,464,087
Trade and other creditors	( 223,085)	( 760,824)
	------------	------------
Cash generated from operations	784,787	5,004,314

Interest paid	( 45,566)	( 41,322)
Interest received	1,127,580	566,335
Tax paid	( 485,148)	( 2,279,651)
	------------	------------
Net cash from operating activities	1,381,653	3,249,676
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 1,795,547)	( 504,530)
	------------	------------
Net cash used in investing activities	( 1,795,547)	( 504,530)
	------------	------------

Cash flows from financing activities

Proceeds from loans from group undertakings	24,000	–
	------------	------------
Net cash from financing activities	24,000	–
	------------	------------

Net (decrease)/increase in cash and cash equivalents	( 389,894)	2,745,146
Cash and cash equivalents at beginning of year	20,408,296	17,663,150
	-------------	-------------
Cash and cash equivalents at end of year	20,018,402	20,408,296
	-------------	-------------

J.A. Phillips Holdings Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

J.A. Phillips Holdings Limited ("the Company") is a private company limited by shares, registered in England and Wales. The address of its registered office is Unit 8, Trafalgar Business Centre, 77-89 River Road, Barking, Essex, IG11 0JU.

2. Statement of compliance

The group and individual financial statements have been prepared in compliance with the United Kingdom Accounting Standards, including the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ('FRS 102) issued by the Financial Reporting Council and the Companies Act 2006.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the going concern basis and in accordance with the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in pound sterling, which is the functional currency of the entity.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

Consolidation

The financial statements consolidate the financial statements of J.A. Phillips Holdings Limited and all of its subsidiary undertakings made up to 31 December 2024. The results of companies acquired or disposed of during the year are included in the profit and loss account after or up to the date that control passes respectively.

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. Significant judgements The following judgement (apart from those involving estimates) has had the most significant effect on the amounts recognised in the financial statements is as follows: - Determine whether there are indicators of impairment of the group's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the assets and the viability and expected future performance of the that assets. Key sources of estimation uncertainty The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are as follows: - Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessment considers issues such as future market conditions, the remaining life of the asset and projected disposal values. - Investment properties and properties used by the company are recorded at their fair value. Such values require the application of judgement with regard to the nature of such properties relative to those that underpin the general indices used by the directors as the basis for the estimation of value. For properties used by the company, depreciation is charged based on the directors’ estimate of their useful economic lives. In the current environment there is generally a higher level of estimation uncertainty that directors consider is offset by the established lease terms in place and the quality of underlying covenants. The carrying value of properties can be found in note 13. - Inventories are measured at the lower of cost and net realisable value (NRV), with cost determined using the FIFO method. The estimation of NRV involves significant judgement, particularly in respect of older and slow-moving stock, some of which is obsolete and may have little or no recoverable value. NRV is assessed based on expected future demand, historical sales, and the condition of the inventory at the reporting date, and where NRV is lower than cost, inventories are written down accordingly.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

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 to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Land and buildings	-	1% straight line
Fixtures and fittings	-	15% reducing balance

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investments in subsidiaries are valued at cost less provision for impairment.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the statement of position. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Compound instruments Compound instruments comprise both a liability and an equity component. At date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar debt instrument. The liability component is accounted for as a financial liability. The residual is the difference between the net proceeds of issue and the liability component (at time of issue). The residual is the equity component, which is accounted for as an equity instrument. The interest expense on the liability component is calculated applying the effective interest rate for the liability component of the instrument. The difference between this amount and any repayments is added to the carrying amount of the liability in the statement of financial position.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Sale of goods	5,844,240	15,464,130
Rental income	311,560	259,931
	------------	-------------
	6,155,800	15,724,061
	------------	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	2024	2023
	£	£
United Kingdom	4,463,070	7,349,440
Overseas	1,692,730	8,374,621
	------------	-------------
	6,155,800	15,724,061
	------------	-------------

5. Other operating income

	2024	2023
	£	£
Management charges receivable	414,306	454,497
Other operating income	33,809	15,243
	---------	---------
	448,115	469,740
	---------	---------

6. Operating profit

Operating profit or loss is stated after charging:

	2024	2023
	£	£
Depreciation of tangible assets	58,593	36,277
Impairment of trade debtors	131,562	278,230
Foreign exchange differences	77,633	100,988
	---------	---------

7. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	20,500	20,500
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Administrative staff	18	19
Management staff	4	4
	----	----
	22	23
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	585,266	648,266
Social security costs	49,251	55,600
Other pension costs	10,851	11,702
	---------	---------
	645,368	715,568
	---------	---------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2024	2023
	£	£
Remuneration	–	36,667
	----	--------

10. Other interest receivable and similar income

	2024	2023
	£	£
Interest on loans and receivables	42,950	428
Interest on cash and cash equivalents	39,936	28,573
Interest on bank deposits	1,044,694	537,334
	------------	---------
	1,127,580	566,335
	------------	---------

11. Interest payable and similar expenses

	2024	2023
	£	£
Interest on banks loans and overdrafts	( 70,879)	7,715
Interest on obligations under finance leases and hire purchase contracts	9	–
Other interest payable and similar charges	116,436	33,607
	---------	--------
	45,566	41,322
	---------	--------

12. Tax on profit

Major components of tax expense

	2024	2023
	£	£

Current tax:

UK current tax expense	290,308	748,987

Deferred tax:

Origination and reversal of timing differences	10,911	16,256
	---------	---------
Tax on profit	301,219	765,243
	---------	---------

Reconciliation of tax expense

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

	2024	2023
	£	£
Profit on ordinary activities before taxation	1,226,633	2,904,966
	------------	------------
Profit on ordinary activities by rate of tax	306,658	726,242
Effect of capital allowances and depreciation	43	( 5,789)
Effect of different UK tax rates on some earnings	5,758	(24,365)
Utilisation of tax losses	( 81,430)	( 8,005)
Exchange difference on consolidation	59,279	60,904
Deferred tax	10,911	16,256
	------------	------------
Tax on profit	301,219	765,243
	------------	------------

13. Tangible assets

Group	Freehold property	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024	7,606,625	376,825	7,983,450
Additions	1,779,062	16,485	1,795,547
	------------	---------	------------
At 31 December 2024	9,385,687	393,310	9,778,997
	------------	---------	------------
Depreciation
At 1 January 2024	150,852	307,062	457,914
Charge for the year	46,137	12,456	58,593
	------------	---------	------------
At 31 December 2024	196,989	319,518	516,507
	------------	---------	------------
Carrying amount
At 31 December 2024	9,188,698	73,792	9,262,490
	------------	---------	------------
At 31 December 2023	7,455,773	69,763	7,525,536
	------------	---------	------------

Company	Freehold property	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2024 and 31 December 2024	1,647,398	67,440	1,714,838
	------------	--------	------------
Depreciation
At 1 January 2024	127,539	65,131	192,670
Charge for the year	16,474	347	16,821
	------------	--------	------------
At 31 December 2024	144,013	65,478	209,491
	------------	--------	------------
Carrying amount
At 31 December 2024	1,503,385	1,962	1,505,347
	------------	--------	------------
At 31 December 2023	1,519,859	2,309	1,522,168
	------------	--------	------------

Tangible assets held at valuation

The value of the properties as shown in the financial statements as at 31 December 2024 approximates their fair value according to the directors.

14. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2024	6,282,858
Other movements	( 204,537)
	------------
At 31 December 2024	6,078,321
	------------
Impairment
At 1 January 2024 and 31 December 2024	–
	------------

Carrying amount
At 31 December 2024	6,078,321
	------------
At 31 December 2023	6,282,858
	------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Regal Brand Management Limited (United Kingdom)	Ordinary	100
RBM Nederland B.V. (Netherlands)	Ordinary	100
RBM GmbH (Germany)	Ordinary	100
RBM Residual Brand Management GmbH (Austria)	Ordinary	100
Residual Brand Management Espana SL (Spain)	Ordinary	100
RBM Polska Sp. z.o.o. (Poland)	Ordinary	100
The Old Rectory Property Company Limited (United Kingdom)	Ordinary	100
R&BM USA LLC (USA)	Ordinary	100

15. Stocks

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Finished goods and goods for resale	500,095	2,137,239	–	–
	---------	------------	----	----

16. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade debtors	2,146,178	2,560,400	208	362
Amounts owed by group undertakings	–	–	8,196,260	8,173,755
Prepayments and accrued income	63,181	49,742	–	–
Other debtors	1,761,499	515,635	69,358	218,285
	------------	------------	------------	------------
	3,970,858	3,125,777	8,265,826	8,392,402
	------------	------------	------------	------------

Included in trade debtors is an amount of £557,585 (2023: £701,200) relating to advance payments for stock.

17. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	126,694	178,223	–	–
Amounts owed to group undertakings	24,000	–	1,213,186	575,913
Accruals and deferred income	36,688	21,607	–	–
Corporation tax	280,242	475,082	264,260	198,723
Social security and other taxes	184,716	225,723	–	4,021
Loans	133,068	98,052	133,068	98,052
J A Phillips Consultancy Limited	4,000	–	–	–
Other creditors	23,624	21,330	–	2,041
	---------	------------	------------	---------
	813,032	1,020,017	1,610,514	878,750
	---------	------------	------------	---------

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

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Other creditors	169,753	341,612	169,753	341,612
	---------	---------	---------	---------

19. Provisions

Group	Deferred tax (note 20)
	£
At 1 January 2024	131,027
Additions	11,588
Charge against provision	( 677)
	---------
At 31 December 2024	141,938
	---------

Company	Deferred tax (note 20)
	£
At 1 January 2024	46,544
Additions	11,588
	--------
At 31 December 2024	58,132
	--------

20. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Included in provisions (note 19)	141,938	131,027	58,132	46,544
	---------	---------	--------	--------

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Accelerated capital allowances	63,604	52,513	58,132	46,544
Fair value adjustment of investment property	78,514	78,514	–	–
	---------	---------	--------	--------
	142,118	131,027	58,132	46,544
	---------	---------	--------	--------

21. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 10,851 (2023: £ 11,702 ).

22. Financial instruments

The carrying amount for each category of financial instrument is as follows:

Financial assets measured at fair value through profit or loss

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Financial assets measured at fair value through profit or loss	20,018,402	20,408,296	19,287,694	17,578,596
	-------------	-------------	-------------	-------------

Financial assets that are debt instruments measured at amortised cost

	Group
	2024	2023
	£	£
Financial assets that are debt instruments measured at amortised cost	3,842,736	2,860,291
	------------	------------

Financial liabilities measured at amortised cost

	Group
	2024	2023
	£	£
Financial liabilities measured at amortised cost	896,558	1,340,022
	---------	------------

23. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	300,000	300,000	300,000	300,000
	---------	---------	---------	---------

24. Reserves

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

25. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	20,408,296	(389,894)	20,018,402
Debt due within one year	–	(24,000)	(24,000)
	-------------	---------	-------------
	20,408,296	( 413,894)	19,994,402
	-------------	---------	-------------

J.A. Phillips Holdings Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2024

26. Events after the end of the reporting period

There have been no events subsequent to the statement of financial position date which would have a material impact on the company's financial statements.

27. Controlling party

The company is wholly owned by Mr. James Albert Phillips, who is also the ultimate controlling party of the company and the group.