Year Ended
Registration number:
Brotherwood Holdings Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Balance Sheet |
|
|
Balance Sheet |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Notes to the Financial Statements |
Brotherwood Holdings Limited
Company Information
|
Directors |
Mr J Daniel Mr D Worthington Mr R Brotherwood |
|
Company secretary |
Mrs P A Daniel |
|
Registered office |
|
|
Auditors |
|
Brotherwood Holdings Limited
Strategic Report
Year Ended 31 January 2026
The directors present their strategic report for the year ended 31 January 2026.
Principal activity
The principal activity of the group is that of a holding company whilst the principal activity of the group as a whole is that of disabled vehicle constructors, and motor vehicle engineers.
Review of the business
The directors are satisfied with the group performance for the year to 31 January 2026.
The year ended 31 January 2026 was another challenging year due to ongoing and significant supplier production delays, however, the directors are satisfied with the group’s performance. Turnover decreased versus the prior year to £12,294,045 (2025 - £12,672,294) despite the group being able to benefit from careful planning with suppliers and changes in the sales mix between vehicle types and, increasingly, WAV hire income. Profit after tax of £603,082 (2025 - £1,155,659) saw a decrease on the prior year and gross profit margin also decreased slightly as production costs rose, whilst administrative expenses remained consistent subject to inflationary increases. Working capital overall remained largely consistent year on year. There was a net cash outflow on investing activities whilst bank and preference share debt repayment continued as planned; the net cash outflow for the year was £1,464,558 (2025 – inflow of £1,388,100) which also includes the impact of significant increase in vehicle stock holding in preparation for the year ahead and in the context of the credit terms afforded to it by vehicle manufacturers.
The group’s balance sheet position has continued to strengthen in line with the result for the year at both a net assets (2026 - £7,000,401; 2025 - £6,482,319) and net current assets (2026 - £4,802,173; 2025 - £4,549,152) level. The group carefully manages and retains bank balances whilst also retaining funds with a view to taking purchasing and other business opportunities when they arise.
The group's key financial and other performance indicators during the year were as follows:
|
Unit |
2026 |
2025 |
|
|
Turnover |
£ |
12,294,045 |
12,672,294 |
|
Gross profit margin |
% |
27 |
30 |
|
Profit after tax |
£ |
603,082 |
1,155,659 |
|
Net (decrease)/ increase in cash and cash equivalents |
£ |
(1,464,558) |
1,388,100 |
The company, which was otherwise inactive, made a profit for the year of £507,205 (2025 - £410,145) comprising dividends received from the subsidiary of £525,000 (2025 - £440,000) less an interest payable charge arising from the FRS 102 required accounting treatment of the below market rate coupon redeemable preference shares and related capital contribution reserve, and preference dividends paid on the shares.
During the year there was a £433,451 (2025 - £433,447) final redemption of preference shares which has further increased the capital redemption reserve. In addition, the company undertook a buy back of 5,000 £1 ordinary shares from a minority shareholder during the year.
The group intends to continue to develop bespoke Wheelchair Accessible Vehicle (“WAV”) solutions for its customers with the same ongoing focus upon attention to detail, customer care and commitment to quality that has developed the strong market reputation that Brotherwood Automobility enjoys. The group will continue to generate revenue from a combination of new WAV conversion and sales, used WAV sales, WAV hire and sales of WAV’s through the UK’s Motability Scheme.
Brotherwood Holdings Limited
Strategic Report
Year Ended 31 January 2026
Principal risks and uncertainties
Competition:
The group operates in a competitive market and the risk of losing business to competitors is managed by providing excellent service, high quality products and after sales care to our customers, continuous improvement of the range and adaptations of vehicles and, by securing reliable vehicle supply.
Technical and regulatory environment:
The UK’s exit from the EU continues to drive unwelcome complexity for the business in respect of Type Approval and other regulatory requirements associated with the activity of the group. Whilst the directors are satisfied with the vehicle manufacturer relationships in place it is noted that risks exist principally in respect of delivery lead times extending as a result of regulatory complexity with uncertainty in relation to whether, when and how these regulations will change under the UK Government – a prime example being the Zero Emission Vehicle mandate strategy announcement for which the next communication is not anticipated until 2027. In response to this the directors continue to maintain close commercial relationships with vehicle manufacturers, have increased purchase order volumes and will utilise their technical and regulatory expertise in order to ensure that the group remains agile during this period of change. In addition one the group directors is a Board member of the WAV-trade body which gives both insight and lobbying capability.
Global economic and supply chain uncertainty:
The directors recognise that the business is not immune to the wider economic and supply chain issues, including metal alloy raw material commodity price fluctuations, that have arisen over the course of recent years, and are now exacerbated by the ongoing conflict in the Middle East with its emerging and uncertain impact on the global energy markets. The group has been directly impacted through the limited supply, and increased costs, of vehicles from manufacturers. These manufacturers have global supply chains and during the year supplies of componentry have been restricted which has had the impact of significantly increasing lead-times for vehicles ordered by the business, the cost of vehicles and the ability to order further vehicles has, at times, been severely restricted. The directors are satisfied that, through continuing to drive excellent service, the focus on customer journey experience has been maintained. Additionally, the directors have continued to maintain and develop close working relationships, as far as possible in light of changes within those businesses, with the vehicle manufacturers. The directors do, however, recognise that there can be no certainty as to the implications for the business.
Availability and costs of skilled workforce:
The directors recognise that, given the geographic location of the business and the highly specialised nature of many of the skilled roles within its operations, that the pool of available talent is limited and the environment is competitive. In addition to the operational risks arising from limited workforce availability is the rising costs of employment.
Approved and authorised by the
|
......................................... |
Brotherwood Holdings Limited
Directors' Report
Year Ended 31 January 2026
The directors present their report and the for the year ended 31 January 2026.
Directors of the group
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The group uses a range of basic financial instruments to fund its working capital position including cash, short term trade receivables and payables.
Finance required in respect of the acquisition of the subsidiary is provided by redeemable preference shares which are accounted for as financial liabilities.
Price risk, credit risk, liquidity risk and cash flow risk
As described in the strategic report and going concern accounting policy, the global economic and supply chain issues, have caused what the directors believe to be temporary increases in liquidity and cash flow risk and the company has implemented measures to address these as far as possible.
During the year ended 31 January 2026 there was no exposure of the group relating to price risk, credit risk, liquidity risk and cash flow risk, which are material for the assessment of the assets, liabilities, financial position and profit of the company or group as a whole.
Future developments
The group has taken advantage of Section 414C(11) of the Companies Act 2006 and includes details of future developments in the Strategic Report.
Research and development
The group undertakes the development of innovative Wheelchair Accessible Vehicle conversion engineering and component parts. The cost of this development, and any associated research, is expensed to the profit and loss account in the year it is incurred.
Brotherwood Holdings Limited
Directors' Report
Year Ended 31 January 2026
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director 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 directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
|
......................................... |
Brotherwood Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
|
• |
select suitable accounting policies and apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
state whether applicable UK Accounting Standards 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Brotherwood Holdings Limited
Independent Auditor's Report to the Members of Brotherwood Holdings Limited
Opinion
We have audited the financial statements of Brotherwood Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 January 2026 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 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 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
In auditing the financial statements, we have concluded that the director's 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Brotherwood Holdings Limited
Independent Auditor's Report to the Members of Brotherwood Holdings Limited
In connection with our audit of the financial statements, 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 or a material misstatement of the other information. 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 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 Statement of Directors' Responsibilities set out on page 6, 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.
Brotherwood Holdings Limited
Independent Auditor's Report to the Members of Brotherwood Holdings Limited
Auditor’s 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 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. 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:
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the entity and the industry/sector in which it operates to identify the key laws and regulations affecting the entity. As part of this assessment process we discussed with management the laws and regulations applicable to the company, reviewed certification identified on the company website and other communications and considered findings from previous audits.
The key laws and regulations we identified were VCA Vehicle Type Approval, Financial Conduct Authority (FCA) regulations, Health and Safety at Work and General Data Protection Regulations (GDPR).
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily Companies Act 2006, Corporation Taxes Acts 2009 and 2010, and the Capital Allowances Act 2001.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place.
We also identified the individuals who have responsibility for ensuring that the entity complies with laws and regulations and deal with reporting any issues if they arise.
As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue trading and the risk of material misstatement to the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
• Reviewed legal and professional costs to identify any possible non compliance or legal costs in respect of non compliance;
• Reviewed Board minutes;
• Examined regulatory inspection reports in relation to the key laws and regulations where such reports had been made during the period and after the period.
• Reviewed the ICO website for any notifications
As part of our enquiries we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which management confirmed there had been none during or after the period.
Brotherwood Holdings Limited
Independent Auditor's Report to the Members of Brotherwood Holdings Limited
We also evaluated the risk of fraud through management override including that arising from management’s incentives. The key risks we identified were incentives relating to management bonuses and financial loan covenants, and we determined that the principal risks were related to cut-off in respect of revenue recognition, management override of controls and stock valuation.
In response to the identified risk, as part of our audit work we:
• Used data analytics to test journal entries throughout the year, for appropriateness;
• Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.
• Undertook specific cut-off procedures in respect of revenue recognition.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available 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.
......................................
Blackbrook Gate 1
Blackbrook Business Park
Somerset
TA1 2PX
Brotherwood Holdings Limited
Consolidated Profit and Loss Account
Year Ended 31 January 2026
|
Note |
2026 |
2025 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
82,836 |
99,702 |
||
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
There was no other comprehensive income in 2026 (2025 - £Nil).
Brotherwood Holdings Limited
Consolidated Balance Sheet
31 January 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Capital contribution reserve |
- |
|
|
|
Profit and loss account |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
|
......................................... |
Company Registration Number: 11102408
Brotherwood Holdings Limited
Balance Sheet
31 January 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Cash at bank and in hand |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
95,000 |
100,000 |
|
|
Capital redemption reserve |
3,472,580 |
3,034,129 |
|
|
Capital contribution reserve |
- |
14,628 |
|
|
Profit and loss account |
13,485 |
10,103 |
|
|
Shareholders' funds |
3,581,065 |
3,158,860 |
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £507,205 (2025 - profit of £410,145).
Approved and authorised by the
|
......................................... |
Company Registration Number: 11102408
Brotherwood Holdings Limited
Consolidated Statement of Changes in Equity
Year Ended 31 January 2026
|
Share capital |
Capital redemption reserve |
Capital contribution reserve |
Profit and loss account |
Total |
|
|
At 1 February 2025 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
Purchase of own share capital |
(5,000) |
5,000 |
- |
(85,000) |
(85,000) |
|
Transfers |
- |
- |
(14,628) |
14,628 |
- |
|
Redemption of preference shares |
- |
433,451 |
- |
(433,451) |
- |
|
At 31 January 2026 |
|
|
- |
|
|
|
Share capital |
Capital redemption reserve |
Capital contribution reserve |
Profit and loss account |
Total |
|
|
At 1 February 2024 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
Transfers |
- |
- |
(28,820) |
28,820 |
- |
|
Redemption of preference shares |
- |
433,447 |
- |
(433,447) |
- |
|
At 31 January 2025 |
|
|
|
|
|
Brotherwood Holdings Limited
Statement of Changes in Equity
Year Ended 31 January 2026
|
Share capital |
Capital redemption reserve |
Capital contribution reserve |
Profit and loss account |
Total |
|
|
At 1 February 2025 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
Purchase of own share capital |
(5,000) |
5,000 |
- |
(85,000) |
(85,000) |
|
Transfers |
- |
- |
(14,628) |
14,628 |
- |
|
Redemption of preference shares |
- |
433,451 |
- |
(433,451) |
- |
|
At 31 January 2026 |
|
|
- |
|
|
|
Share capital |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total |
|
|
At 1 February 2024 |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
Transfers |
- |
- |
(28,820) |
28,820 |
- |
|
Redemption of preference shares |
- |
433,447 |
- |
(433,447) |
- |
|
At 31 January 2025 |
100,000 |
3,034,129 |
14,628 |
10,103 |
3,158,860 |
Brotherwood Holdings Limited
Consolidated Statement of Cash Flows
Year Ended 31 January 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
(Increase)/decrease in debtors |
( |
|
|
|
Increase in creditors |
|
|
|
|
Cash generated from operations |
( |
|
|
|
Tax paid |
( |
( |
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of bank borrowing |
( |
( |
|
|
Redemption of shares classified as liabilities |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 February |
|
|
|
|
Cash and cash equivalents at 31 January |
2,859,367 |
4,323,925 |
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures from FRS 102.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The company's functional and presentational currency is pound sterling.
All amounts have been rounded to the nearest £1 pound sterling, unless otherwise indicated.
Summary of disclosure exemptions
The company is a qualifying entity for the purposes of FRS 102 Reduced disclosures for subsidiaries (and ultimate parents), 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 the advantage of the following disclosure exemptions available to it in respect of its separate financial statements:
- the requirement of Section 7 Statement of Cash Flows and paragraph 3.17(d);
- the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
12.29(b), 12.29A and 12.30;
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2026.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
Subsidiary undertakings are included using the acquisition method of accounting. Under this method the group profit and loss account includes the results of subsidiaries from the date of acquisition and to the date of sale outside the group in the case of disposals of subsidiaries. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition. Goodwill on consolidation is capitalised and written off over ten years from the year of acquisition.
No profit or loss is presented for the company as permitted by s408 of the Companies Act 2006.
Going concern
The directors are satisfied that the going concern basis of preparation remains appropriate in preparing these financial statements. In making their assessment the directors have forecast figures out to March 2027 and considered, in particular, the known and reasonably foreseeable impacts of the logistical and regulatory impacts of the current UK and global economic climate. The key impacts upon the group as at the date of approval of these financial statements, and anticipated over the course of the coming year, are those related to constraint in skilled labour and raw material availability and costs.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Key judgements and sources of estimation uncertainty
In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from those 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 revision and future periods in the revision affects both current and future periods.
The key judgement in respect of the financial statements is going concern. In forming their opinion, and in particular, the directors have considered the profitability performance of the company and group both during the year and subsequent to the year end, and the forecasted financial performance. Further information is provided in the going concern accounting policy above.
The key estimates that have a significant effect on the financial statements are as follows:
Redeemable preference shares with a below market rate of interest are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. In calculating the discount, the directors use an equivalent interest rate as charged by third parties on borrowings the group could source externally, and consider this to be a market rate of interest for the company. The carrying amount is £Nil (2025 - £418,794).
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 group's activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transition can be measured reliably.
Revenue from the hire of cars is recognised over the period of hire.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets (other than land), less any estimated residual value, over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land |
Not depreciated |
|
Freehold Buildings |
2-4% straight line |
|
Plant and equipment |
10-18% straight line |
|
Furniture, fittings and equipment |
33% straight line |
|
Motor vehicles |
25-50% straight line |
Goodwill
Positive purchase goodwill arising on acquisitions is capitalised, classified as an asset on the Balance Sheet and amortised over its estimated useful life up to a maximum of ten years. This length of time is presumed to be the maximum useful life of goodwill as it is difficult to make projections beyond this period. Goodwill is reviewed for impairment at the end of the first full financial year following each acquisition and subsequently as and when necessary if circumstances emerge that indicate that the carrying value may not be recoverable.
Intangible assets
Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
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:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
|
Patents |
10% straight line |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Stock
Stocks are stated at the lower of cost and net realisable value, being estimated selling price less costs to complete and sell.
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 stocks to their present location and condition.
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.
Defined contribution pension obligation
The group contributes to defined contribution pension plan for eligible employees. Contributions are charged to profit and loss account as they become payable in accordance with the rules of the scheme.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans;
• Cash and bank balances; and
• Short and long term redeemable preference shares at below market rate.
All financial instruments are classified as basic.
Recognition and measurement
Except for bank loans and redeemable preference shares, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Redeemable preference shares at below market rate of interest are measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. At inception the discount is recognised as a capital contribution reserve within equity. As the discount unwinds it is charged against profit. An equivalent transfer is made annually between the capital contribution reserve and the profit and loss reserve.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2026 |
2025 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
Commissions received |
|
|
|
|
|
The analysis of the group's turnover for the year by class of business is as follows:
|
2026 |
2025 |
|
|
Vehicle sales |
|
|
|
Service and other sales |
|
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2026 |
2025 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2026 |
2025 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Profit on disposal of property, plant and equipment |
( |
( |
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2026 |
2025 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2026 |
2025 |
|
|
Production |
|
|
|
Administration |
|
|
|
Management |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
374,600 |
341,515 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2026 |
2025 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2026 |
2025 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Auditor's remuneration |
|
2026 |
2025 |
|
|
Audit of these financial statements |
2,500 |
2,250 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
18,000 |
17,250 |
|
|
|
|
Other interest receivable and similar income |
|
2026 |
2025 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
- |
|
|
|
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2026 |
2025 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
|
|
38,574 |
286,091 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
(2,381) |
|
Total deferred taxation |
|
( |
|
Tax charged to the profit and loss account |
|
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2025 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2026 |
2025 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of expenses not deductible for tax purposes |
|
|
|
Decrease from tax losses for which no deferred tax asset was recognised |
- |
( |
|
(Decrease)/increase in current tax from adjustment to prior periods |
( |
|
|
Decrease due to patent box relief claimed |
( |
( |
|
Other reconciling tax adjustments |
( |
( |
|
Total tax charge |
|
|
Deferred tax
Group
Deferred tax assets and liabilities
|
2026 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Shorth term timing differences |
|
- |
|
|
|
|
2025 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Shorth term timing differences |
|
- |
|
|
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Intangible assets |
Group
|
Goodwill |
Patents |
Total |
|
|
Cost or valuation |
|||
|
At 1 February 2025 |
|
|
|
|
Additions acquired separately |
- |
|
|
|
At 31 January 2026 |
|
|
|
|
Amortisation |
|||
|
At 1 February 2025 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 January 2026 |
|
|
|
|
Carrying amount |
|||
|
At 31 January 2026 |
|
|
|
|
At 31 January 2025 |
|
|
|
The aggregate amount of research and development expenditure recognised as an expense during the period is £
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and equipment |
Total |
|
|
Cost or valuation |
|||||
|
At 1 February 2025 |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
Disposals |
( |
- |
( |
- |
( |
|
At 31 January 2026 |
|
|
|
|
|
|
Depreciation |
|||||
|
At 1 February 2025 |
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
Eliminated on disposal |
( |
- |
( |
- |
( |
|
At 31 January 2026 |
|
|
|
|
|
|
Carrying amount |
|||||
|
At 31 January 2026 |
|
|
|
|
|
|
At 31 January 2025 |
|
|
|
|
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Included within the net book value of land and buildings above is £1,118,884 (2025 - £1,156,944) in respect of freehold land and buildings.
|
Investments |
Company
|
2026 |
2025 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 February 2025 |
|
|
Carrying amount |
|
|
At 31 January 2026 |
|
|
At 31 January 2025 |
|
Details of undertakings
Details of the investments 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 |
|
|
2026 |
2025 |
|||
|
Subsidiary undertakings |
||||
|
|
As for parent |
Ordinary |
|
|
|
|
As for parent |
Ordinary |
|
|
|
Subsidiary undertakings |
|
Brotherwood Automobility Limited The principal activity of Brotherwood Automobility Limited is |
|
ABC (Auto Brotherwood Conversions) Limited The principal activity of ABC (Auto Brotherwood Conversions) Limited is |
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Stocks |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Corporation tax |
|
- |
- |
- |
|
|
|
|
- |
- |
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
|
Analyis of cash and cash equivalents and net debt |
|
At 1 February 2025 |
Cash flow |
Other non-cash changes |
At 31 January 2026 |
||
|
£ |
£ |
£ |
£ |
||
|
Cash at bank and on hand |
4,323,925 |
(1,464,558) |
- |
2,859,367 |
|
|
Cash and cash equivalents |
4,323,925 |
(1,464,558) |
- |
2,859,367 |
|
|
Bank loans |
(579,372) |
243,856 |
- |
(332,516) |
|
|
Other financial liabilities |
(418,793) |
433,451 |
(14,658) |
- |
|
|
Net debt |
3,328,760 |
(787,251) |
(14,658) |
2,526,851 |
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Creditors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
- |
|
- |
- |
|
|
Accrued expenses |
|
|
- |
|
|
|
Corporation tax |
- |
192,465 |
- |
- |
|
|
Other financial liabilities |
- |
|
- |
|
|
|
Payments on account |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
Current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
Group
Bank borrowings
|
The bank loan is secured by a legal charge over the freehold properties and a fixed and floating charge over all of the subsidiary's assets. The loan repayable in equal monthly instalments. |
|
The bank loan is secured by a legal charge over the freehold properties and a fixed and floating charge over all of the company's assets. The loan repayable in equal monthly instalments. |
|
Obligations under leases |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2026 |
2025 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Deferred tax |
Group
|
Deferred tax |
|
|
At 1 February 2025 |
|
|
Decrease in existing provisions |
|
|
At 31 January 2026 |
|
|
|
|
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Pension schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Reserves |
Group
Called up share capital
The called up share capital represents the ordinary share capital issued in the company.
Capital redemption reserve
The capital redemption reserve represents the non distributable amounts paid following a share repurchase.
Capital contribution reserve
The capital contribution reserve represents the discount recognised on inception of below market rate redeemable preference shares, less amounts transferred out annually to the profit and loss reserve as the discount unwinds.
Profit and loss account
The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
100,000 |
|
100,000 |
|
|
- |
- |
|
433,451 |
|
|
100,000 |
533,451 |
533,451 |
|
Redeemable preference shares
|
The |
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Redeemable preference shares have the following rights, preferences and restrictions: |
|
Commitments |
Group
Capital commitments
The total amount contracted for but not provided in the financial statements was £
Brotherwood Holdings Limited
Notes to the Financial Statements
Year Ended 31 January 2026
|
Related party transactions |
Group
Key management compensation
|
2026 |
2025 |
|
|
Salaries and other short term employee benefits |
|
|
|
Post-employment benefits |
|
|
|
|
|
|
Other transactions with directors |
During the year the group made advances of £26,000 (2025 - £nil) to a director. The advances were made interest free and repayable on demand. The director repaid £26,000 (2025 - £nil) to the group during the year. In addition, the director made sales of £1,000 (2025 - £nil) to, and purchases of £1,000 (2025 - £nil) from, the group during the year. The balance due to the group at the year end was £nil (2025 - £nil).
During the year the group made advances of £4,022 to a director. The advances were made interest free and repayable on demand. The director repaid £3,530 (2025 - £nil) to the group during the year. The balance due to the group at the year end was £492 (2025 - £nil).
Company
The company has taken advantage of the exemption available under Section 33.1A of Financial Reporting Standard 102, not to disclose transactions with other wholly owned members of the Brotherwood Holdings Limited group.
|
Controlling party |
During the year the ultimate controlling party was