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Registered number: 16058099
RAYMOND BROWN QUARRY HOLDCO LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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COMPANY INFORMATION
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Fryern House Winchester Road
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Chartered Accountants & Statutory Auditor
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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DIRECTORS' REPORT
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
The company was incorporated on 4 November 2024 and the directors present the first period accounts for the 17 month period to 31 March 2026.
The directors who served during the period, and up to the date of signing this report, were:
S Clasby (appointed 4 November 2024)
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J Cunningham (appointed 4 November 2024)
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W Roberts (appointed 4 November 2024)
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K J Terry (appointed 1 December 2025)
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E J T Brett (appointed 4 November 2024, resigned 12 June 2025)
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J R Ancell (appointed 14 March 2025, resigned 18 June 2025)
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Directors' Responsibilities Statement
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The directors are responsible for preparing the 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 period. 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, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). 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 and 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 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.
Qualifying third party indemnity provisions
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The company purchased and maintained appropriate insurance cover in respect of Directors' and Officers' liabilities.
There are no subsequent events to report.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY HOLDCO LIMITED
We have audited the financial statements of Raymond Brown Quarry Holdco Limited (the 'company') for the period from 4 November 2024 to 31 March 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 Financial Reporting Standard 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 31 March 2026 and of its profit for the period then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Conclusions relating to going concern
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY 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.
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.
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. 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 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 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
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY HOLDCO LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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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
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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions from preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY HOLDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY HOLDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
∙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.
∙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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RAYMOND BROWN QUARRY HOLDCO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
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 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.
Andrew Wood BA ACA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Reading
5 August 2026
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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17 month period ended
31 March
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Investment fair value adjustment
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Interest payable and similar expenses
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Profit for the financial period
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There were no recognised gains and losses for 2026 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2026.
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The notes on pages 12 to 19 form part of these financial statements.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
REGISTERED NUMBER:16058099
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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Debtors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
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 19 form part of these financial statements.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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Capital redemption reserve
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Comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Shares cancelled during the period
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Total transactions with owners
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The notes on pages 12 to 19 form part of these financial statements.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
Raymond Brown Quarry Holdco Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 16058099, and its registered head office is located at 2nd Floor, Fryern House Winchester Road, Chandler's Ford, Eastleigh, SO53 2DR.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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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.
The financial statements have been prepared on a going concern basis. The company is a holding company with no significant trading activities. It meets its limited day-to-day working capital requirements through funds provided by its subsidiary.
Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Investments in subsidiaries are measured at fair value. A revaluation was undertaken on the 31 March 2026 and will be undertaken in future with sufficient regularity to ensure the carrying value amount does not differ materially form that which would be determined using fair value at the Statement of Financial Position date.
Fair values are determined from market based evidence and valuations undertaken by independent professionally qualified valuers.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities
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 company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
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.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Critical estimate in applying the entity’s accounting policies
In the process of applying the company’s accounting policies, which are described in Note 2 above, management has made the following estimate that has the most significant impact on the amounts recognised in the financial statements.
Fair Value measurement of investment in subsidiary (Note 6)
The fair value is measured using valuation techniques which can include comparisons with sales of similar businesses and discounted cash flows.
The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments.
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The company has no employees other than the directors.
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None of the directors received any emoluments in respect of their qualifying services to the company directly through the company during the period under review.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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Investments in subsidiary companies
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The investment in subsidiary company additions include £19,538,973 relating to the demerger of Raymond Brown Quarry Products Limited from Raymond Brown New Topco Limited on 14 March 2025, and a further £380,268 in relates to the Opera Exit fee, which relates to debt funding provided by Opera Finance International S.A., and which was transferred to the company as part of that demerger.
The company recognises its investments in subsidiaries at a fair market value and based on a valuation undertaken at 31 March 2026, this has resulted in an increase in the fair value of its subsidiary of £17,453,900. The increase in fair value is attributable to a combination of capital contributions and debt waivers, and an increase in the value of the operating business.
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The following was a direct subsidiary undertaking of the company:
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Raymond Brown Quarry Products Limited.
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2nd Floor, Fryern House Winchester Road, Chandler's Ford, Eastleigh, SO53 2DR
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due after more than one year
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Amounts owed to group undertakings
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Preference shares dividends payable
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Preference shares treated as debt
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Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.
Dividends are accrued on the Preference Shares at a rate of 9% p.a.
Other creditors is made up of the Opera Exit fee which relates to debt funding provided by Opera Finance International S.A. to the Binder Holdco Limited group. The liability was transferred to the company when Raymond Brown Quarry Products Limited, was transferred to the company under the demerger from Raymond Brown New Topco Limited on 14 March 2025.
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The company has provided a cross guarantee to Lloyds Bank Plc with respect to banking facilities provided to its’ subsidiary, Raymond Brown Quarry Products Limited.
As at 31 March 2026 the amounts owing in relation to these guarantees was £Nil.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
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Shares classified as equity
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Allotted, called up and fully paid
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12,864,199 A Ordinary shares of £1.00 each
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1,646,652 B Ordinary shares of £1.00 each
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154 C Ordinary shares of £1.00 each
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Shares classified as debt
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Allotted, called up and fully paid
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2,340,907 Preference shares of £2.0974 each
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At incorporation on 4 November 2024, 1 A Ordinary share was issued with a nominal value of £0.01 per share.
On 3 March 2025 99 A Ordinary shares, were issued with a nominal value of £0.01 per share.
On 14 March 2025 12,864,198 A Ordinary shares, 1,764,713 B Ordinary shares and 154 C Ordinary shares, were all issued with a nominal value of £1.00 per share. 2,340,907 preference shares were also issued on the same date with a nominal value of £2.097437969 per share.
On 21 January 2026 118,061 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.
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RAYMOND BROWN QUARRY HOLDCO LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 17 MONTH PERIOD ENDED 31 MARCH 2026
The company's capital and reserves are as follows:
Capital redemption reserve
A non-distributable reserve, following the redemption or purchase of the company’s own shares.
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Related party transactions
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As part of the group reorganisation of Raymond Brown New Topco Limited and the demerger of Raymond Brown Quarry Products Limited on 14 March 2025, £3,959,241 of Elysian Capital Il LP and £272,977 Elysian Executive Management LP’s preference shares were transferred from Raymond Brown New Topco Limited to Raymond Brown Quarry Holdco Limited.
The company has preference shares in issue with a nominal value of £3,959,241 to Elysian Capital Il LP and £272,977 to Elysian Executive Management LP, with a coupon rate of 9% compounded per annum.
Total preference share dividend payable during the period is £400,237 and the total amount outstanding at the period end is £400,237.
The company and Elysian Capital II LP are related parties due to the existence of common members/directorships and because the private equity fund Elysian Capital Il LP and Elysian Capital Executive Management LP, which are managed by Elysian Capital LLP, own a controlling interest in Raymond Brown Quarry Holdco Limited.
As part of the group reorganisation and demerger on 14 March 2025, £45,386 of Mr S Clasby’s preference shares were transferred to Raymond Brown Quarry Holdco Limited. Mr S Clasby is a director of the company.
These preference shares had an original nominal value of £45,386 and pay 9% dividends compounded per annum. Total interest incurred in the period was £4,292.
The company has taken advantage of the exemption allowed under section 33 of FRS 102 'Related party disclosure' not to disclose transactions with other members that are wholly owned within the group.
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There are no subsequent events to report.
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 Quarry Holdco Limited.
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