Company Registration No. 15439895 (England and Wales)
RLS Propco Limited
Financial statements
for the year ended 28 February 2026
Pages for filing with the registrar
RLS Propco Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
RLS Propco Limited
Statement of financial position
As at 28 February 2026
1
2026
2025
Notes
£000
£000
£000
£000
Fixed assets
Investment property
3
1,600
1,040
Current assets
Debtors
4
113
50
Cash at bank and in hand
15
4
128
54
Creditors: amounts falling due within one year
5
(1,393)
(1,154)
Net current liabilities
(1,265)
(1,100)
Total assets less current liabilities
335
(60)
Provisions for liabilities
(140)
-
0
Net assets/(liabilities)
195
(60)
Capital and reserves
Called up share capital
6
-
0
-
0
Revaluation reserve
420
-
0
Profit and loss reserves
(225)
(60)
Total equity
195
(60)

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 14 August 2026 and are signed on its behalf by:
N J Gittings
Director
Company Registration No. 15439895
RLS Propco Limited
Statement of changes in equity
For the year ended 28 February 2026
2
Share capital
Revaluation reserve
Profit and loss reserves
Total
£000
£000
£000
£000
Balance at 24 January 2024
-
0
-
0
-
0
-
Period ended 28 February 2025:
Loss and total comprehensive income
-
0
-
(60)
(60)
Balance at 28 February 2025
-
0
-
0
(60)
(60)
Year ended 28 February 2026:
Profit and total comprehensive income
-
-
255
255
Transfers
-
420
(420)
-
Balance at 28 February 2026
-
0
420
(225)
195
RLS Propco Limited
Notes to the financial statements
For the year ended 28 February 2026
3
1
Accounting policies
Company information

RLS Propco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1a Essex Street, Preston, England, PR1 1QE.

1.1
Reporting period

The comparative values represent a period of 13 months. The reporting period was extended to 28 February 2025 in the previous year after incorporation on 24 January 2024, in order to bring the company's year end in line with that of other group companies.

1.2
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of RLS Topco Limited. These consolidated financial statements are available from its registered office, 1a Essex Street, Preston, England, PR1 1QE.

RLS Propco Limited
Notes to the financial statements (continued)
For the year ended 28 February 2026
1
Accounting policies (continued)
4
1.3
Going concern

The 2026 financial year was the second trading year of the Company after being acquired by RLS Topco Limited, along with the acquisitions of Recycling Lives Compliance Services Limited, Recycling Lives (Environmental Services) Limited and RLS EFW Limited (“the wider group”).true

 

The transaction benefited the Company's long-term trading and liquidity prospects, and the financial year has witnessed ongoing development and improvement in a range of key commercial and operational activities.

The Directors have prepared detailed financial forecasts covering a period of at least twelve months from the date of the approval of the financial statements. These forecasts contain prudent scenarios as to future trading performance and cash generation. The forecasts consider the headroom available within the existing working capital funding facilities available to the Company, as well as the potential challenges that may exist in the future, many of which are linked to the impact on market conditions of wider global events. These forecasts demonstrate profitable trading, cash generation and compliance with the financial covenants in place for the committed banking facilities.

The Company undertakes pooled cash and treasury arrangements with other group entities under the new ownership structure. As such, cash generated across the wider group is available to the Company for ongoing trading purposes.

The Directors have considered the banking facilities available via RBS Invoice Finance Limited, as well as the working capital funding made available via its ultimate controlling party and believe that the Company can continue in operational existence for the foreseeable future and meet liabilities as they fall due for payment.

Cash headroom remains within acceptable parameters throughout the forecast period and the expected trading profits provide sufficient headroom on the covenants set out under the banking facilities (even under a range of downside sensitivity scenarios that have been considered by the Directors).

The wider group to which the Company belongs to has long established relationships with a number of customers and suppliers across different geographic areas and industries, and the Directors believe the wider group is well placed to manage its business risks successfully.

Taking all of the above into consideration, the Directors continue to adopt the going concern basis in preparing the Company Financial Statements and do not consider there to be any material uncertainties arising.

1.4
Revenue

Turnover represents net invoiced sales excluding value added tax in respect to commercial property rental.

1.5
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are credited or charged to the profit and loss account.

 

The revaluation credit or charge, net of deferred tax, is transferred to a separate revaluation reserve at the year end. This reserve represents the cumulative value of the company's revaluation credit or charge, net of deferred tax where the cumulative revaluation is a credit.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

RLS Propco Limited
Notes to the financial statements (continued)
For the year ended 28 February 2026
1
Accounting policies (continued)
5
1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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 debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

RLS Propco Limited
Notes to the financial statements (continued)
For the year ended 28 February 2026
1
Accounting policies (continued)
6
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Management does not believe there are any judgments, key assumptions or estimates of sufficient significance to require disclosure.

3
Investment property
2026
£000
Fair value
At 1 March 2025
1,040
Revaluations
560
At 28 February 2026
1,600

Investment property comprises a building for industrial, office and residential use. The fair value of the investment property at 28 February 2026 has been determined by reference to the agreed sale price arising from an agreement to sell the property entered into subsequent to the reporting date. The directors consider the agreed sale price provides the best available evidence of the fair value of the property at 28 February 2026.

 

The revaluation uplift has been recognised in the revaluation reserve net of the deferred tax liability arising on the revaluation.

RLS Propco Limited
Notes to the financial statements (continued)
For the year ended 28 February 2026
7
4
Debtors
2026
2025
Amounts falling due within one year:
£000
£000
Trade debtors
12
8
Other debtors
32
28
44
36
Deferred tax asset
69
14
113
50
5
Creditors: amounts falling due within one year
2026
2025
£000
£000
Amounts owed to group undertakings
1,384
1,140
Taxation and social security
9
14
1,393
1,154

Amounts owed to group undertakings are unsecured, interest free and due on demand.

6
Called up share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
100
100
-
0
-
0
7
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

RLS Propco Limited
Notes to the financial statements (continued)
For the year ended 28 February 2026
7
Audit report information (continued)
8
Senior Statutory Auditor:
Simon Kite
Statutory Auditors:
Saffery LLP
Date of audit report:
14 August 2026
8
Financial commitments, guarantees and contingent liabilities

There is a cross company guarantee in place across all group companies in favour of the main lending bank. The total amount committed under these group facilities as at 28 February 2026 was £7,612k (2025: £7,088k).

 

There is a cross company guarantee in place across all group companies in favour of the loan notes issued by TH FRAG II S.À R.L to the parent company. The total amount outstanding as at 28 February 2026 was £31,924k (2025: £27,183k).

 

As security for these facilities and loan notes, the company has granted a charge comprising a fixed and floating charge, as well as a negative pledge, over its assets. The floating charge extends to all property and undertaking of the company.

9
Operating lease commitments
Lessor

At the reporting end date the company had contracts with tenants for the following minimum lease payments:

2026
2025
£000
£000
Within one year
73
52
Between two and five years
2
52
75
104
10
Ultimate parent undertaking and controlling party

As at the reporting date, the immediate parent undertaking of the company was RLS TopCo Limited, incorporated in England and Wales. The registered office address of RLS TopCo Limited is 1a Essex Street, Preston, England, PR1 1QE.

 

The ultimate controlling party of RLS TopCo Limited is Three Hills Capital Partners SA, via TH Frag II S.A.R.L., a company incorporated in Luxembourg, who own the controlling voting rights of TH Frag II S.A.R.L.

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