IRIS Accounts Production v26.1.0.640 16243780 director 31.12.25 12.2.25 31.12.25 31.12.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true true false true true false false false true false Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh162437802025-02-11162437802025-12-31162437802025-02-122025-12-31162437802025-02-1116243780ns15:EnglandWales2025-02-122025-12-3116243780ns14:PoundSterling2025-02-122025-12-3116243780ns10:Director12025-02-122025-12-3116243780ns10:Consolidated2025-12-3116243780ns10:ConsolidatedGroupCompanyAccounts2025-02-122025-12-3116243780ns10:PrivateLimitedCompanyLtd2025-02-122025-12-3116243780ns10:Consolidatedns10:MediumEntities2025-02-122025-12-3116243780ns10:Consolidatedns10:Audited2025-02-122025-12-3116243780ns10:Medium-sizedCompaniesRegimeForDirectorsReport2025-02-122025-12-3116243780ns10:Medium-sizedCompaniesRegimeForAccounts2025-02-122025-12-3116243780ns10:Consolidated2025-02-122025-12-3116243780ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2025-02-122025-12-3116243780ns10:Medium-sizedCompaniesRegimeForAccountsns10:Consolidated2025-02-122025-12-3116243780ns10:FullAccounts2025-02-122025-12-311624378012025-02-122025-12-3116243780ns10:OrdinaryShareClass12025-02-122025-12-3116243780ns10:RegisteredOffice2025-02-122025-12-3116243780ns5:CurrentFinancialInstruments2025-12-3116243780ns5:ShareCapital2025-12-3116243780ns5:ShareCapital2025-02-122025-12-3116243780ns5:RetainedEarningsAccumulatedLosses2025-12-311624378012025-02-122025-12-3116243780ns5:NetGoodwill2025-02-122025-12-3116243780ns5:LeaseholdImprovements2025-02-122025-12-3116243780ns5:PlantMachinery2025-02-122025-12-3116243780ns5:MotorVehicles2025-02-122025-12-3116243780ns5:ComputerEquipment2025-02-122025-12-3116243780ns5:AdditionsToInvestments2025-12-3116243780ns5:CostValuation2025-12-3116243780ns5:WithinOneYearns5:CurrentFinancialInstruments2025-12-3116243780ns5:Non-currentFinancialInstruments2025-12-3116243780ns10:OrdinaryShareClass12025-12-3116243780ns5:RetainedEarningsAccumulatedLosses2025-02-122025-12-31
REGISTERED NUMBER: 16243780 (England and Wales)









Group Strategic Report, Report of the Director and

Consolidated Financial Statements

for the Period 12 February 2025 to 31 December 2025

for

R S Commercials Holdings Limited

R S Commercials Holdings Limited (Registered number: 16243780)






Contents of the Consolidated Financial Statements
for the Period 12 February 2025 to 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


R S Commercials Holdings Limited

Company Information
for the Period 12 February 2025 to 31 December 2025







DIRECTOR: Mr G J Amos





REGISTERED OFFICE: P P S Commercials Limited
Pilsworth Industrial Estate
Pilsworth Road
Bury
Lancashire
BL9 8RD





REGISTERED NUMBER: 16243780 (England and Wales)





AUDITORS: Harts Limited
Chartered Accountants and Statutory Auditors
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

R S Commercials Holdings Limited (Registered number: 16243780)

Group Strategic Report
for the Period 12 February 2025 to 31 December 2025

The director presents his strategic report of the company and the group for the period 12 February 2025 to 31 December 2025.

REVIEW OF BUSINESS
The overall business performance was in line with the director's expectations during this period.

PRINCIPAL RISKS AND UNCERTAINTIES
The director considers the key risks and uncertainties affecting the group to be the availability and cost of vehicle parts.

Financial risk management objectives and policies
The group uses various financial instruments, including a bank overdraft.
The main risks arising from the group's financial instruments are market risk, cash flow interest rate risk, credit risk and liquidity risk. The director reviews and agrees policies for managing each of these risks.

Interest rate risk
The group finances its operations through a mixture of retained profits and a bank overdraft.

Credit risk
The group's principle financial assets are cash and trade debtors. The principle credit risk arises therefore from its trade debtors. To help manage the risk, the group has in place credit approved limits and checks.

DEVELOPMENT AND PERFORMANCE
The director is focussed on effectively managing both cash flow and costs due to the impacts of inflation and is continually seeking new opportunities. There is continued focus on its core business and investment in its staff in order to deliver an effective service to all customers.

The director is pleased to report continued profits and increased product development in the year.

KEY PERFORMANCE INDICATORS
The director considers the financial key performance indicators for the group to be return on labour and gross profit margin.

FUTURE DEVELOPMENTS
The director expects that the group will continue to benefit from the efficiency drive in recent years and are optimistic about the potential for revenue and profit growth.

The group is focussed on minimising its environmental impact and is committed to becoming a carbon neutral organisation by 2030.

ON BEHALF OF THE BOARD:





Mr G J Amos - Director


29 September 2026

R S Commercials Holdings Limited (Registered number: 16243780)

Report of the Director
for the Period 12 February 2025 to 31 December 2025

The director presents his report with the financial statements of the company and the group for the period 12 February 2025 to 31 December 2025.

INCORPORATION
The group was incorporated on 11 February 2025 .

PRINCIPAL ACTIVITY
The principal activity of the group in the period under review was that of The principal activity of the group is that of commercial vehicle repairers body manufacturers.

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2025.

DIRECTOR
Mr G J Amos held office during the whole of the period from 12 February 2025 to the date of this report.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
At the time of the approval of this report, and during the period, qualifying third party indemnity provisions were in place for the benefit of the director.

DISCLOSURE IN THE STRATEGIC REPORT
In accordance with section 414A of the Companies Act 2006, the group has prepared a strategic report which can be found on page 2 and which includes a fair review of the group’s business and a description of the principal risks and uncertainties facing the group.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

R S Commercials Holdings Limited (Registered number: 16243780)

Report of the Director
for the Period 12 February 2025 to 31 December 2025


AUDITORS
The auditors, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr G J Amos - Director


29 September 2026

Report of the Independent Auditors to the Members of
R S Commercials Holdings Limited

Opinion
We have audited the financial statements of R S Commercials Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 31 December 2025 and of the group's profit for the period 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 Auditors' 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's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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.

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 this gives rise to 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
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
R S Commercials Holdings Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are laws and regulations relating to its operations, such as ISO 9001 and health and safety standards.

We understood how the Group complies with those frameworks by making inquiries of management and the head of technical, and confirmation to identify any non-compliance with laws and regulations.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where it's considered there was a susceptibility to fraud. We considered the controls that the Group has established to address risks identified, or that otherwise prevent, deter and detect fraud.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify any unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions. Controls have also been considered that the group has established to address risks identified, or that otherwise prevent, defer and detect fraud. No susceptibilities were identified in these controls.

Report of the Independent Auditors to the Members of
R S Commercials Holdings Limited


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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Group, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

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 Report of the Auditors.

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 a Report of the Auditors 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.




Melissa Bowers FCCA (Senior Statutory Auditor)
for and on behalf of Harts Limited
Chartered Accountants and Statutory Auditors
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

30 September 2026

R S Commercials Holdings Limited (Registered number: 16243780)

Consolidated Income Statement
for the Period 12 February 2025 to 31 December 2025

Notes £   

TURNOVER 18,389,151

Cost of sales (12,979,341 )
GROSS PROFIT 5,409,810

Administrative expenses (4,420,987 )
988,823

Other operating income 209,203
OPERATING PROFIT 5 1,198,026

Interest receivable and similar income 31,609
1,229,635

Interest payable and similar expenses 7 (279,188 )
PROFIT BEFORE TAXATION 950,447

Tax on profit 8 (356,826 )
PROFIT FOR THE FINANCIAL PERIOD 593,621
Profit attributable to:
Owners of the parent 299,779
Non-controlling interests 293,842
593,621

R S Commercials Holdings Limited (Registered number: 16243780)

Consolidated Other Comprehensive Income
for the Period 12 February 2025 to 31 December 2025

Notes £   

PROFIT FOR THE PERIOD 593,621


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

593,621

Total comprehensive income attributable to:
Owners of the parent 299,779
Non-controlling interests 293,842
593,621

R S Commercials Holdings Limited (Registered number: 16243780)

Consolidated Balance Sheet
31 December 2025

Notes £   
FIXED ASSETS
Intangible assets 10 2,528,260
Tangible assets 11 918,200
Investments 12 -
3,446,460

CURRENT ASSETS
Stocks 13 2,804,270
Debtors 14 4,704,745
Cash at bank and in hand 796,337
8,305,352
CREDITORS
Amounts falling due within one year 15 (4,520,151 )
NET CURRENT ASSETS 3,785,201
TOTAL ASSETS LESS CURRENT LIABILITIES 7,231,661

CREDITORS
Amounts falling due after more than one
year

16

(2,902,204

)

PROVISIONS FOR LIABILITIES 20 (136,185 )
NET ASSETS 4,193,272

CAPITAL AND RESERVES
Called up share capital 21 99
Retained earnings 22 299,779
SHAREHOLDERS' FUNDS 299,878

NON-CONTROLLING INTERESTS 23 3,893,394
TOTAL EQUITY 4,193,272

The financial statements were approved by the director and authorised for issue on 29 September 2026 and were signed by:





Mr G J Amos - Director


R S Commercials Holdings Limited (Registered number: 16243780)

Company Balance Sheet
31 December 2025

Notes £   
FIXED ASSETS
Intangible assets 10 -
Tangible assets 11 -
Investments 12 6,426,119
6,426,119

CURRENT ASSETS
Debtors 14 99

CREDITORS
Amounts falling due within one year 15 (6,426,119 )
NET CURRENT LIABILITIES (6,426,020 )
TOTAL ASSETS LESS CURRENT LIABILITIES 99

CAPITAL AND RESERVES
Called up share capital 21 99
SHAREHOLDERS' FUNDS 99

Company's profit for the financial year -

The financial statements were approved by the director and authorised for issue on 29 September 2026 and were signed by:





Mr G J Amos - Director


R S Commercials Holdings Limited (Registered number: 16243780)

Consolidated Statement of Changes in Equity
for the Period 12 February 2025 to 31 December 2025

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   

Changes in equity
Issue of share capital 99 - 99 - 99
Total comprehensive income - 299,779 299,779 293,842 593,621
Balance at 31 December 2025 99 299,779 299,878 293,842 593,720

R S Commercials Holdings Limited (Registered number: 16243780)

Company Statement of Changes in Equity
for the Period 12 February 2025 to 31 December 2025

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 99 - 99
Balance at 31 December 2025 99 - 99

R S Commercials Holdings Limited (Registered number: 16243780)

Consolidated Cash Flow Statement
for the Period 12 February 2025 to 31 December 2025

Notes £   
Cash flows from operating activities
Cash generated from operations 1 483,637
Interest paid (248,723 )
Interest element of hire purchase payments
paid

(30,465

)
Tax paid (662,500 )
Taxation refund 116,715
Net cash from operating activities (341,336 )

Cash flows from investing activities
Purchase of intangible fixed assets (2,753,849 )
Purchase of tangible fixed assets (31,721 )
Interest received 31,609
Net cash from investing activities (2,753,961 )

Cash flows from financing activities
New loans in year 4,500,000
Loan repayments in year (750,110 )
Loans received 329,434
Capital repayments in year (154,643 )
Amount withdrawn by directors (33,146 )
Share issue 99
Net cash from financing activities 3,891,634

Increase in cash and cash equivalents 796,337
Cash and cash equivalents at beginning of
period

2

-

Cash and cash equivalents at end of period 2 796,337

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Cash Flow Statement
for the Period 12 February 2025 to 31 December 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£   
Profit before taxation 950,447
Depreciation charges 413,755
Finance costs 279,188
Finance income (31,609 )
1,611,781
Decrease in stocks 997,820
Increase in trade and other debtors (101,432 )
Decrease in trade and other creditors (2,024,532 )
Cash generated from operations 483,637

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2025
31.12.25 12.2.25
£    £   
Cash and cash equivalents 796,337 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 12.2.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank and in hand - 796,337 796,337
- 796,337 796,337
Debt
Finance leases - (386,668 ) (386,668 )
Debts falling due within 1 year - (1,071,941 ) (1,071,941 )
Debts falling due after 1 year - (2,677,949 ) (2,677,949 )
- (4,136,558 ) (4,136,558 )
Total - (3,340,221 ) (3,340,221 )

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements
for the Period 12 February 2025 to 31 December 2025

1. STATUTORY INFORMATION

R S Commercials Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are rounded to the nearest £1, and the presentation currency is UK Pound Sterling (£).

Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting when preparing the financial statements.

Basis of consolidation
The consolidated financial statements incorporate those of R S Commercials Ltd and its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the director is 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 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.

Key sources of estimation uncertainty
The estimates and assumptions which have significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Stocks: A provision in the amount of £320,089 (2024: £327,361) for old and obsolete stock has been estimated by the director to ensure that stock is correctly stated at the lower of cost and net realisable value.

Contingent consideration: The Group is required to pay contingent consideration of £1 million if the acquired business achieves profits of £10.5 million over the three-year period following acquisition. Based on the performance of the business to the reporting date, management considers that achievement of the required profit threshold is not probable. Accordingly, no amount of contingent consideration has been included in the cost of the business combination.

Turnover
Sale of goods
Turnover is recognised at the fair value of the consideration received or receivable, excluding trade discounts, settlement discounts and volume rebates, for sale of goods and is shown net of VAT and other sales related taxes.

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership 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 transaction can be measured reliably.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Improvements to property - Over the period of the lease
Plant and machinery - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33% on cost and 20% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued

Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment charge in the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

Financial instruments
Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at transaction price, including transaction costs, except where the arrangement constitutes a financing transaction, in which case the instrument is initially measured at the present value of the future payments or receipts is counted at a market rate of interest for a similar debt instrument.

The Group has elected to apply the recognition and measurement provisions of Sections 11 and 12 of FRS 102.

Basic financial instruments
Basic financial assets, including trade and other receivables and cash and cash equivalents, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. They are subsequently measured at amortised cost using the effective interest method, less any impairment losses.

Basic financial liabilities, including trade and other payables and interest-bearing loans and borrowings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction. They are subsequently measured at amortised cost using the effective interest method.

Financial assets and liabilities that are due within one year and do not constitute financing transactions are generally measured at the undiscounted amount of the cash or other consideration expected to be received or paid.

At each reporting date, financial assets measured at amortised cost are assessed for objective evidence of impairment. Any impairment loss identified is recognised immediately in profit or loss.

Other financial instruments
Financial instruments that do not meet the definition of basic financial instruments are accounted for in accordance with Section 12 of FRS 102 and are generally measured at fair value, with changes in fair value recognised in profit or loss, unless the instrument qualifies for and is accounted for under the specific requirements for hedge accounting or another applicable exception.

Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are settled. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 4,634,866
Social security costs 529,652
Other pension costs 183,195
5,347,713

The average number of employees during the period was as follows:

Management 2
Operatives 128
Administration 5
135

4. DIRECTORS' EMOLUMENTS
£   
Director's remuneration 316,667
Director's pension contributions to money purchase schemes 30,667

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

4. DIRECTORS' EMOLUMENTS - continued

Information regarding the highest paid director is as follows:
£   
Emoluments etc 316,667
Pension contributions to money purchase schemes 30,667

5. OPERATING PROFIT

£
Hire of plant and machinery 61,482
Depreciation - owned assets 58,452
Depreciation - assets on hire purchase contracts 129,714
Operating lease charges 137,735

6. AUDITORS' REMUNERATION
£   
Fees payable to the company's auditors for the audit of the company's
financial statements

19,792
Auditors' remuneration for non audit work 7,457

7. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank interest 245,713
Other interest 3,010
Hire purchase interest 30,465
279,188

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
£   
Current tax:
UK corporation tax 375,920
(Over) Under provision in prior year 3,028
Total current tax 378,948

Deferred tax (22,122 )
Tax on profit 356,826

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Profit before tax 950,447
Profit multiplied by the standard rate of corporation tax in the UK of 25 % 237,612

Effects of:
Expenses not deductible for tax purposes 23,180
Depreciation in excess of capital allowances 78,519
Deferred tax movement (22,122 )
Consolidation adjustments 39,637
Total tax charge 356,826

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
Additions 2,753,849
At 31 December 2025 2,753,849
AMORTISATION
Amortisation for period 225,589
At 31 December 2025 225,589
NET BOOK VALUE
At 31 December 2025 2,528,260

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

11. TANGIBLE FIXED ASSETS

Group
Improvements
to Plant and Motor Computer
property machinery vehicles equipment Totals
£    £    £    £    £   
COST
Additions 294,604 88,173 713,798 9,791 1,106,366
At 31 December 2025 294,604 88,173 713,798 9,791 1,106,366
DEPRECIATION
Charge for period 32,927 9,863 136,795 8,581 188,166
At 31 December 2025 32,927 9,863 136,795 8,581 188,166
NET BOOK VALUE
At 31 December 2025 261,677 78,310 577,003 1,210 918,200

Included within additions above are the following assets acquired through business combinations:

£
Improvements to leasehold property 294,604
Plant & machinery 88,173
Motor vehicles 606,702
Computer equipment 5,212
994,691

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Motor
vehicles
£   
COST
Additions 652,654
Transfer to ownership (24,634 )
At 31 December 2025 628,020
DEPRECIATION
Charge for period 129,714
Transfer to ownership (5,360 )
At 31 December 2025 124,354
NET BOOK VALUE
At 31 December 2025 503,666

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 6,426,119
At 31 December 2025 6,426,119
NET BOOK VALUE
At 31 December 2025 6,426,119

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

P P S Commercials Limited
Registered office: Pilsworth Industrial Estate, Pilsworth Road, Unsworth, Bury, Lancashire, BL9 8RD
Nature of business: Commercial vehicle body manufacturers
%
Class of shares: holding
Ordinary 50.50
31.12.25
£    £   
Aggregate capital and reserves 8,091,032 6,751,756
Profit for the period 1,339,276 3,309,146

On 7th March 2025, R S Commercials Holdings Limited purchased 50.5% of the share capital in P P S Commercials Ltd, a company registered in England and Wales (company number: 02457750). The remaining 49.5% is held by non controlling shareholders.

The cost of acquisition, including directly attributable acquisition costs, was £6,426,119. The amounts recognised at the acquisition date were as follows:

£
Fixed assets994,691
Stock & work in progress3,802,090
Debtors4,353,915
Bank balances & cash3,908,030
Creditors(5,628,597)
Deferred tax liability(158,307)
Net identifiable assets acquired7,271,822
Non-controlling interest - 49.5%3,599,552
Goodwill arising on acquisition2,753,849
Cost of acquisition6,426,119




The business acquisition has been accounted for under the acquisition method. Goodwill is being amortised over its estimated useful economic life of 10 years.

For the period from acquisition to the balance sheet date, P P S Commercials Limited contributed £18,389,151 of revenue and £819,210 of profit to the group.

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

12. FIXED ASSET INVESTMENTS - continued


13. STOCKS


Group
£   
Stocks 1,258,163
Work-in-progress 1,546,107
2,804,270

14. DEBTORS


Group Company
£    £   
Amounts falling due within one year:
Trade debtors 3,491,557 -
Other debtors 1,089 99
Directors' current accounts 804,125 -
Taxation 135,907 -
Prepayments 41,891 -
4,474,569 99

Amounts falling due after more than one year:
Tax 230,176 -

Aggregate amounts 4,704,745 99

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Bank loans and overdrafts (see note 17) 1,071,941 -
Hire purchase contracts (see note 18) 162,413 -
Trade creditors 2,597,224 -
Amounts owed to group undertakings - 6,426,119
Social security and other taxes 148,679 -
VAT 102,232 -
Other creditors 4,842 -
Accruals and deferred income 432,820 -
4,520,151 6,426,119

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


Group
£   
Bank loans (see note 17) 2,677,949
Hire purchase contracts (see note 18) 224,255
2,902,204

17. LOANS

An analysis of the maturity of loans is given below:


Group
£   
Amounts falling due within one year or on demand:
Bank loans 1,071,941
Amounts falling due between two and five years:
Bank loans - 2-5 years 2,677,949

Bank loans and overdrafts relates to a single bank loan facility with Barclays Bank PLC, dated 26th February 2025, at an agreed rate of 2.75% above Bank of England base rate.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire
purchase
contracts
£   
Net obligations repayable:
Within one year 162,413
Between one and five years 224,255
386,668

Group
Non-
cancellable
operating
leases
£   
Within one year 111,531
Between one and five years 105,941
217,472

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

19. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Bank loans 3,749,890
Hire purchase contracts 386,668
4,136,558

The group's overdraft and loan facilities are secured by way of fixed and floating charges over the group's assets in favour of Barclays Bank PLC.

The group's hire purchase liabilities are secured on the assets to which each individual agreement relates.

20. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax 136,185

Group
Deferred
tax
£   
Provided during period 136,185
Balance at 31 December 2025 136,185

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
99 Ordinary 1 99

22. RESERVES

Group
Retained
earnings
£   

Profit for the period 299,779
At 31 December 2025 299,779

R S Commercials Holdings Limited (Registered number: 16243780)

Notes to the Consolidated Financial Statements - continued
for the Period 12 February 2025 to 31 December 2025

22. RESERVES - continued

Company
Retained
earnings
£   

Profit for the period -
At 31 December 2025 -


23. NON-CONTROLLING INTERESTS

During the year the group has recognised non-controlling interests of £3,893,394. This relates to an amount of £3,599,552 in connection to the acquisition of P P S Commercials Ltd on 7th March 2025 and £293,842 subsequent profits attributable to non-controlling interests.

24. PENSION COMMITMENTS

The group operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the group and are administered by a third party. Amounts payable by the group into the scheme during the year were £223,099, (2024: £263,618) and are recognised in the profit and loss account.

25. DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the period ended 31 December 2025:

£   
Mr G J Amos
Balance outstanding at start of period -
Amounts advanced 806,807
Amounts repaid (2,682 )
Amounts written off -
Amounts waived -
Balance outstanding at end of period 804,125

Included in amounts advanced above are amounts acquired through business combinations of £770,980.

Directors' loans are unsecured, repayable on demand and subject to interest at HMRC average official rates.