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Registration number: 14317446 (England & Wales)

Prepared for the registrar

AM Rodrigues Ltd

Annual Report and Unaudited Financial Statements

for the Period from 1 August 2024 to 31 December 2025

 

AM Rodrigues Ltd

Contents

Company Information

1

Balance Sheet

2

Notes to the Unaudited Financial Statements

3 to 8

 

AM Rodrigues Ltd

Company Information

Director

A M Rodrigues

Registered office

12 Coln Gardens
Andoversford
Cheltenham
GL54 4NB

Accountants

Hazlewoods LLP Staverton Court
Staverton
Cheltenham
GL51 0UX

 

AM Rodrigues Ltd

(Registration number: 14317446)
Balance Sheet as at 31 December 2025

Note

31 December 2025
£

31 July 2024
£

Fixed assets

 

Investment property

4

1,200,001

-

Investments

5

3,077,900

-

 

4,277,901

-

Current assets

 

Stocks

15,900

-

Debtors

7

10,181

-

Cash at bank and in hand

 

83,921

1

 

110,002

1

Creditors: Amounts falling due within one year

8

(1,283,872)

-

Net current (liabilities)/assets

 

(1,173,870)

1

Net assets

 

3,104,031

1

Capital and reserves

 

Called up share capital

10

3,077,901

1

Retained earnings

26,130

-

Shareholders' funds

 

3,104,031

1

For the financial period ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and

The director acknowledges her responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 4 September 2026
 


A M Rodrigues
Director

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

 

1

General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
12 Coln Gardens
Andoversford
Cheltenham
GL54 4NB

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

Investment property

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill is amortised over its useful life, which shall not exceed five years if a reliable estimate of the useful life cannot be made.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss.

 

3

Staff numbers

The average number of persons employed by the company (including the director) during the period, was 1 (2024 - 2).

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

 

4

Investment properties

£

Additions

1,200,001

There has been no valuation of investment property by an independent valuer.

 

5

Investments

2025
£

2024
£

Investments in subsidiaries

3,077,900

-

Subsidiaries

£

Cost

Additions

3,386,929

Revaluation

(309,029)

At 31 December 2025

3,077,900

Provision

Carrying amount

At 31 December 2025

3,077,900

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2025

2024

Subsidiary undertakings

Bill Allen (Cheltenham) Ltd

12 Coln Gardens, Andoversford, Cheltenham, GL54 4NB

United Kingdom

Ordinary

100%

0%

S Rodrigues Ltd

12 Coln Gardens, Andoversford, Cheltenham, GL54 4NB

the United Kingdom

Ordinary

100%

0%

The aggregate amount of capital reserves of Bill Allen (Cheltenham) Ltd at 31 December 2025 was £2,506,995.

The aggregate amount of capital reserves of S Rodrigues Ltd at 31 December 2025 was £1.

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

 

6

Intangible assets

Cost

Amortisation

Carrying amount

At 31 December 2025

Negative goodwill arose on the acquisition of S Rodrigues Ltd during the year. The excess of the fair value of the identifiable net assets acquired over the consideration paid amounted to £41,647.

In accordance with FRS 102, the negative goodwill is presented separately on the balance sheet and will be recognised in the profit and loss account in the periods in which the related non-monetary assets are recovered.

 

7

Debtors

2025
£

2024
£

Other debtors

10,181

-

10,181

-

 

8

Creditors

Note

2025
£

2024
£

Due within one year

 

Loans and borrowings

9

317,611

-

Amounts due to related parties

 

876,089

-

Taxation and social security

 

6,893

-

Accruals and deferred income

 

38,550

-

Other creditors

 

44,729

-

 

1,283,872

-

 

9

Loans and borrowings

Current loans and borrowings

2025
£

2024
£

Preference shares

309,029

-

Other borrowings

8,582

-

317,611

-

 

AM Rodrigues Ltd

Notes to the Unaudited Financial Statements for the Period from 1 August 2024 to 31 December 2025

 

10

Share capital

Allotted, called up and fully paid shares

 

31 December 2025

31 July 2024

 

No.

£

No.

£

Ordinary of £1 each

-

-

1

1

A Ordinary of £1 each

3,077,901

3,077,901

-

-

 

3,077,901

3,077,901

1

1

1. Allotment of Shares

On 14 August 2024, the Company allotted 3,499,999 Ordinary Shares of £1 each for non-cash consideration. The consideration for the allotment consisted of the transfer to the Company of the recipients’ shareholdings in Bill Allen (Cheltenham) Limited. The shares were issued fully paid.

2. Reclassification of Shares

On the same date, the Company approved a reclassification of its then existing 3,500,000 £1 Ordinary Shares into two classes:

3,077,900 A Ordinary Shares of £1 each, and
422,100 B Ordinary Shares of £1 each.

The rights attaching to each class were set out in the Company’s revised Articles of Association adopted on that date.

3. Reduction of Share Capital

Following the reclassification, the Company approved a reduction of capital by cancelling the entire class of 422,100 B Ordinary Shares, each of which was fully paid. This reduced the Company’s issued share capital from £3,500,000 to £3,077,900.

4. Allotment of shares

On 1 October 2025, the company allotted 309,029 £1 A Preference Shares and 1 £1 A Ordinary Share in consideration for the acquisition of an equivalent shareholding in S Rodrigues Ltd.

The A Ordinary Shares carry full voting rights and rights to participate in the residual assets of the company after satisfaction of the rights attaching to the A Preference Shares.

The A Preference Shares are non-voting and non-redeemable. Holders are entitled to a cumulative preferential coupon of 6% per annum, accruing daily and payable annually. On a return of capital, including a winding up of the company, the A Preference Shares rank in priority to the A Ordinary Shares and are entitled to repayment of £1 per share together with any accrued entitlement under the coupon arrangement.

At the balance sheet date the company had 3,077,901 A Ordinary Shares of £1 each and 309,029 A Preference Shares of £1 each in issue.

 

11

Related party transactions

Transactions with the director

At the balance sheet date, the amount owed to the director was £8,582 (31 July 2024 - £nil) in the form of a director's loan account. The outstanding balance is unsecured, interest-free and repayable on demand.