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REGISTERED NUMBER: 00707194 (England and Wales)















Audited Financial Statements for the Year Ended 31 March 2022

for

Rowlandson Investments Limited

Rowlandson Investments Limited (Registered number: 00707194)






Contents of the Financial Statements
for the Year Ended 31 March 2022




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Rowlandson Investments Limited

Company Information
for the Year Ended 31 March 2022







DIRECTORS: R G St J Rowlandson FCA
E T M Rowlandson





SECRETARY: Finance And Industrial Trust Limited(The)





REGISTERED OFFICE: Graham House
7 Wyllyotts Place
Potters Bar
Hertfordshire
EN6 2JD





REGISTERED NUMBER: 00707194 (England and Wales)





AUDITORS: KPMG LLP
Statutory Auditor and Chartered Accountants.
58 Clarendon Road
Watford
WD17 1DE

Rowlandson Investments Limited (Registered number: 00707194)

Balance Sheet
31 March 2022

31.3.22 31.3.21
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 30,988 45,430
Investments 5 3,223 3,223
Investment property 6 4,525,000 -
4,559,211 48,653

CURRENT ASSETS
Debtors 7 38,223,250 40,019,465
Cash at bank and in hand 138,148 112,543
38,361,398 40,132,008
CREDITORS
Amounts falling due within one year 8 71,903,967 60,263,241
NET CURRENT LIABILITIES (33,542,569 ) (20,131,233 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(28,983,358

)

(20,082,580

)

CREDITORS
Amounts falling due after more than one
year

9

-

3,456,463
NET LIABILITIES (28,983,358 ) (23,539,043 )

CAPITAL AND RESERVES
Called up share capital 276,551 276,551
Other reserves 236,302 236,302
Retained earnings (29,496,211 ) (24,051,896 )
SHAREHOLDERS' FUNDS (28,983,358 ) (23,539,043 )

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

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2022 and were signed on its behalf by:





E T M Rowlandson - Director


Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements
for the Year Ended 31 March 2022

1. STATUTORY INFORMATION

Rowlandson Investments 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 Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
Notwithstanding net liabilities of £29 million (2021: £23.5 million), net current liabilities of £33.5 million (2021: £20.1 million), as at 31 March 2022 and a loss for the year then ended of £5.4 million (2021: £1.1million), the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Directors monitor the liquidity of the Company and other subsidiaries within RO Trading Limited Group. The directors have prepared cash flow forecast for a period of 14 months from the date of approval of these financial statements which indicate that, taking account of severe but plausible downsides incorporating no growth projections, the company is able to cover its operating costs and service its outstanding debt obligations inline with the agreed repayment dates with no resulting cash-shortfall. Those forecasts are dependent on RO Trading Limited not seeking repayment of the amounts currently due from the Company, which at 31 March 2022 amounted to £62.8 million, and providing additional financial support during that period. RO Trading Limited has indicated its intention to continue to make available such funds as are needed by the Company, and that it does not intend to seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Preparation of consolidated financial statements
The financial statements contain information about Rowlandson Investments Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, RO Trading Limited, Graham House, 7 Wyllyotts Place, Potters Bar, Hertfordshire, EN6 2JD.

Turnover
Turnover represents the value of services sold and fees receivable net of VAT in respect of the provision of management and other services. The whole of the turnover is derived from the UK market.

Tangible fixed assets
Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment.

At each reporting end date, the group reviews the valuations of its tangible assets to determine whether there is any indication that those assets have a movement in valuation.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost or valuation as follows:

Fixtures and fittings 15% on Cost
Computer equipment 33% on Cost and 25% on Cost

Investments in subsidiaries
Fixed asset investments are shown at cost less provision for impairment.

Investments in subsidiary companies represent the cost of acquisition of the share capital less provision for impairment.

Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2022

2. ACCOUNTING POLICIES - continued

Investment property
Investment properties are accounted for as follows:-

Investment properties are initially recognised at cost which includes purchase costs and any directly attributable expenditure.

Investment properties whose fair value can be measured reliably are measured at fair value. The
surplus or deficit on revaluation is recognised in the profit and loss account and accumulated in the
profit and loss reserve unless a deficit below original cost, or its reversal on an individual investment property is expected to be permanent, in which case it is recognised in the profit and loss account for the year.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Taxation
UK corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or right to pay less or to receive more tax.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Pension costs and other post-retirement benefits
The company operates a defined contribution group personal pension scheme. The amount charged to the profit and loss account represents contributions payable by the company to the individual policies effected by the employees with an independent Insurance Company in funds separate from the company's finances.

Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2022

2. ACCOUNTING POLICIES - continued

Debtors
Short term debtors are measured at transaction price, less any Impairment.

Creditors
Short term creditors are measured at transaction price.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on demand.

Long term debt instruments
The finance cost recognised in the profit and loss account in respect of long term debt instruments is allocated to periods over the term of the instrument at a constant rate on the carrying amount.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.

If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate.
The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Interest receivable and interest payable
Interest payable and similar expenses include interest payable. Other interest receivable and similar income include interest receivable on funds invested, loans granted and net foreign exchange gains.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Short term employee benefits
Short term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.

Ordinary Shares
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2021 - 6 ) .

Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2022

4. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 April 2021
and 31 March 2022 79,715 10,950 90,665
DEPRECIATION
At 1 April 2021 39,686 5,549 45,235
Charge for year 11,957 2,485 14,442
At 31 March 2022 51,643 8,034 59,677
NET BOOK VALUE
At 31 March 2022 28,072 2,916 30,988
At 31 March 2021 40,029 5,401 45,430

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2021
and 31 March 2022 3,223
NET BOOK VALUE
At 31 March 2022 3,223
At 31 March 2021 3,223

The above investments are stated at cost less any provision for impairment.

Subsidiary undertakings
The company's principal subsidiary undertakings, all of which are incorporated in England and Wales, are set out below:-



ShareTheSubsidiary
Name and Nature of BusinessClassCompanyUndertakingsNote

Rowlandson Properties LimitedOrdinary100%-
Property Investment Deferred100%-
Choughley Properties Limited Ordinary 66.7%33.3%Held by Derrymoyle Limited
Holding Company
Derrymoyle LimitedOrdinary62%38%Held by Rowlandson
Holding CompanyProperties Limited

Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2022

6. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
Additions 4,813,631
Revaluations (288,631 )
At 31 March 2022 4,525,000
NET BOOK VALUE
At 31 March 2022 4,525,000

Freehold and long leasehold land and buildings have been valued by the Directors and members of management, including members of the Royal Institution of Chartered Surveyors, on an open market basis at 31 March 2022.

The Company's freehold and long leasehold land and buildings are all held as investment properties, under operating leases with lessees.

Fair value at 31 March 2022 is represented by:
£   
Valuation in 2022 (288,631 )
Cost 4,813,631
4,525,000

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.22 31.3.21
£    £   
Trade debtors 343 35
Amounts owed by group undertakings 42,000 6,000
Amounts owed by related parties 1,178,542 -
Amounts owed by associates 34,072,825 39,226,346
Other debtors 418,417 418,392
Corporation tax 1,412,860 249,076
Deferred tax asset 103,503 27,726
Accruals 941,005 -
Prepayments 53,755 91,890
38,223,250 40,019,465

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.22 31.3.21
£    £   
Trade creditors 65,468 65,031
Amounts owed to group undertakings 68,888,612 58,744,272
Amounts owed to related parties 8,486 498
Corporation tax - 4,098
Social security and other taxes 11,932 8,444
VAT 43,766 50,044
Other creditors 37,442 24,826
Deposits held 1,444,279 1,327,633
Accruals and deferred income 1,403,982 38,395
71,903,967 60,263,241

Rowlandson Investments Limited (Registered number: 00707194)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2022

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Amounts owed and due from related parties are repayable on demand and are interest bearing.at a rate of 2% above Bank of England base rate.

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.3.22 31.3.21
£    £   
Subordinated unsecured loan stock 2050 - 3,456,463

Amounts falling due in more than five years:

Repayable otherwise than by instalments
Subordinated unsecured loan stock 2050 - 3,456,463

During the year the subordinated unsecured loan stock 2050 was novated from Rowlandson Investments Limited to RO Trading Limited at par.

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Mark Smith (Senior Statutory Auditor)
for and on behalf of KPMG LLP

11. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

As at the balance sheet date the company had the following liability
2022 2021
£ £
Key management personnel of the Company 1,346,704 1,330,874

12. POST BALANCE SHEET EVENTS

There has been no event since the balance sheet date that could materially affect the state of affairs of the company as at 31 March 2022 or that requires disclosure.

13. ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The company is a subsidiary undertaking of RO Trading Limited a company incorporated in England and Wales.

Mr R G St J Rowlandson, a director of RO Trading Limited and members of his close family, control the company as a result of them owning and controlling the issued share capital of RO Trading Limited, the ultimate parent company.

RO Trading Limited is the parent company of the largest and smallest group of which the company is a member for which consolidated accounts are prepared. Copies of its group accounts can be obtained from Graham House, 7 Wyllyotts Place, Potters Bar, Hertfordshire, EN6 2JD.