Registered number: 16058093
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
COMPANY INFORMATION
CONTENTS
DIRECTORS' REPORT
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
The directors present their report and the financial statements for the 17 month period ended 31 March 2026. The company was incorporated on 4 November 2024.
The directors who served during the period were:
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; 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.
There are no subsequent events to report.
Page 1
RAYMOND BROWN A303 HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
The auditor, Grant Thornton UK LLP, was appointed during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED
We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as cost-push inflation and the global supply chain crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
Page 3
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED (CONTINUED)
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 Directors' Report.
Matters on which we are required to report by exception
Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED (CONTINUED)
∙The company is subject to many laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements. To understand these we enquired with management, and those charged with governance, concerning the company's policies and procedures relating to:
−the identification, evaluation and compliance with laws and regulations;
−the detection and response to the risks of fraud; and
−the establishment of internal controls to mitigate risks related to fraud or non-compliance with laws and regulations;
∙We enquired whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud. We corroborated the results of our enquiries to relevant supporting documentation.
∙We identified whether there is a culture of honesty and ethical behaviour and whether there is a strong emphasis on the prevention and deterrence of fraud.
∙We obtained an understanding of the legal regulatory frameworks that are applicable to the company and determined that the most significant laws and regulations which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks, being FRS 102 and the Companies Act 2006.
∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
∙The engagement team's assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur.
∙We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by evaluating management's incentives and opportunities for manipulation of the financial statements. This included the evaluation of the risk of management override of controls. We determined that the principal risks were in relation to:
−journal entries, with a focus on manual journals, including those with unusual account combinations or those posted by inappropriate users; and
−potential management bias in determining significant estimates and judgements, particularly in relation to the impairment of certain assets and calculating the fair value of certain financial assets.
Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
∙Our audit procedures involved:
−evaluation of the design effectiveness of controls that management has in place to prevent and detect fraud;
−identifying unusual or high-risk journals to investigate and verify, including credit postings to expenses accounts and postings by inappropriate users;
−challenging assumptions and judgements made by management in its significant accounting estimates and judgements; and
−considering whether audit evidence obtained was consistent with our wide understanding of the business.
∙No evidence of management override of controls was identified from our journal testing.
∙In addition, we completed audit procedures to conclude on the compliance of disclosures in the financial statements with applicable financial reporting requirements.
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;
∙The engagement partner's assessment of whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations.
∙Assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's;
−Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
−Knowledge of the industry in which the entity operations; and
−Understanding of the legal and regulatory requirements specific to the entity.
∙We did not identify any matters relating to non-compliance with laws and regulations and fraud, or any such instances communicated to the audit team.
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.
Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN A303 HOLDCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Page 8
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Page 9
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 18 form part of these financial statements.
Page 10
STATEMENT OF CHANGES IN EQUITY
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Page 11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Raymond Brown A303 Holdco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 16058093, and its registered head office is located at 2nd Floor, Fryern House, Winchester Road, Chandler's Ford, Eastleigh, S053 2DR.
2.Accounting policies
The company's functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
The following principal accounting policies have been applied:
The company is exempt from the requirement to prepare consolidated financial statements as the company, and the group it heads, is subject to the small companies regime in accordance to section 399 of the Companies Act 2006.
Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Page 12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Page 13
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 14
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 15
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Page 16
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
8.Share capital (continued)
On 3 March 2025, 99 A Ordinary shares were issued with a nominal value of £0.01. On this date, all A Ordinary shares in issue were consolidated into 1 A Ordinary share with a nominal value of £1.
On 14 March 2025, 4,459,049 A Ordinary shares, 611,693 B Ordinary shares and 53 C Ordinary shares, were all issued with a nominal value of £1.00 per share. On the same date, 811,416 preference shares were also issued with value of £2.097437969 per share.
On 21 January 2026, 40,923 B Ordinary shares were cancelled.
Ordinary shares
All of the ordinary shares carry equal participation in assets, rights to dividends, and voting power.
Preference shares
No voting right is attached to preference shares. Preference shares are not redeemable unless specific circumstances arise as set out in article 7 of the company's articles of association. Preference shareholders are entitled to receive in priority a cumulative preferential dividend at the rate of 9% per annum. In the current and prior years these dividends are accrued and not paid.
Preference shares are treated as debt for financial reporting purposes.
The company's capital and reserves are as follows:
Capital redemption reserve
Profit and loss account
Page 17
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
At 31 March 2026, the company was controlled by Elysian Capital II LP (Registered in England and Wales) on the basis that it holds a controlling interest in the voting rights of Raymond Brown A303 Holdco Limited.
Page 18