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Company registration number: 10086245
RUBIACEAE LIMITED
Financial statements
28 February 2023
RUBIACEAE LIMITED
Contents
Directors and other information
Directors report
Independent auditor's report to the members
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Notes to the financial statements
RUBIACEAE LIMITED
Directors and other information
Directors Dr Farouk Rajabali Walji
Mr Farhaan Farouk Walji
Miss Naheema Farouk Walji
Dr Shahenaz Farouk Walji
Company number 10086245
Registered office 8 Plaza Gardens
London
SW15 2DT
Auditor Ashburns Accountants Ltd
70-72 Victoria Road
Ruislip Manor
HA4 0AH
RUBIACEAE LIMITED
Directors report
Year ended 28 February 2023
The directors present their report and the financial statements of the company for the year ended 28 February 2023.
Directors
The directors who served the company during the year were as follows:
Dr Farouk Rajabali Walji
Mr Farhaan Farouk Walji
Miss Naheema Farouk Walji
Dr Shahenaz Farouk Walji
Directors responsibilities statement
The directors are responsible for preparing the directors 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 company and the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent; 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
Small company provisions
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
This report was approved by the board of directors on 10 September 2023 and signed on behalf of the board by:
Dr Farouk Rajabali Walji
Director
RUBIACEAE LIMITED
Independent auditor's report to the members of
RUBIACEAE LIMITED
Year ended 28 February 2023
Opinion
We have audited the financial statements of RUBIACEAE LIMITED (the 'company') for the year ended 28 February 2023 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity 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 FRS 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 company's affairs as at 28 February 2023 and of its loss 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 directors 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 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 directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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 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.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and the 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; or - the directors were not entitled to take advantage of the small companies exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
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: - Enquiring of management for actual and potential litigation and claims; - Reviewing minutes of meetings of those charged with governance; - Reviewing financial statements disclosures and testing to supporting documentations to assess compliance with applicable laws and regulations; - Performing audit work over the risks of management override of controls, including testing of journals entries and other adjustments for appropriateness, evaluating business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias. Owing to the inherent limitations of an audit, there is an unavoidable risks that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). In identifying and assessing risks of material misstatement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following: - We obtained an understanding of the legal and regulatory frameworks applicable to the company's financial statements or that had fundamental effect on the operations of the company. We determined that the most significant laws and regulations included United Kingdom Generally Accepted Accounting Practice, UK Companies Act 2006 and taxation laws. - We understood how the company is complying with those legal and regulatory frameworks by making enquiries of the management and those responsible for legal and compliance procedures. - We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: - identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; - understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; - challenging assumptions and judgements made by management in its significant accounting estimates; and - identifying and testing journal entries, in particular any journal entries with unusual characteristics. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 auditors 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.
Salim Haji (Senior Statutory Auditor)
For and on behalf of
Ashburns Accountants Ltd
Chartered Certified Accountants and Statutory Auditor
70-72 Victoria Road
Ruislip Manor
HA4 0AH
10 September 2023
RUBIACEAE LIMITED
Statement of comprehensive income
Year ended 28 February 2023
2023 2022
Note £ £
Turnover 43,612 63,644
Depreciation and other amounts written off tangible and intangible fixed assets ( 32,601) ( 119,353)
Other operating expenses ( 52,976) ( 79,133)
_______ _______
Operating loss 4 ( 41,965) ( 134,842)
_______ _______
Loss before taxation ( 41,965) ( 134,842)
Tax on loss - -
_______ _______
Loss for the financial year and total comprehensive income ( 41,965) ( 134,842)
_______ _______
All the activities of the company are from continuing operations.
RUBIACEAE LIMITED
Statement of financial position
28 February 2023
2023 2022
Note £ £ £ £
Fixed assets
Tangible assets 5 2,075,390 2,107,991
_______ _______
2,075,390 2,107,991
Current assets
Debtors 6 55 7,557
Cash at bank and in hand 7,399 43,835
_______ _______
7,454 51,392
Creditors: amounts falling due
within one year 7 ( 3,186,193) ( 3,220,767)
_______ _______
Net current liabilities ( 3,178,739) ( 3,169,375)
_______ _______
Total assets less current liabilities ( 1,103,349) ( 1,061,384)
_______ _______
Net liabilities ( 1,103,349) ( 1,061,384)
_______ _______
Capital and reserves
Called up share capital 100 100
Profit and loss account ( 1,103,449) ( 1,061,484)
_______ _______
Shareholders deficit ( 1,103,349) ( 1,061,384)
_______ _______
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
These financial statements were approved by the board of directors and authorised for issue on 10 September 2023 , and are signed on behalf of the board by:
Dr Farouk Rajabali Walji
Director
Company registration number: 10086245
RUBIACEAE LIMITED
Statement of changes in equity
Year ended 28 February 2023
Called up share capital Profit and loss account
£ £
At 1 March 2021 100 ( 926,642)
Loss for the year ( 134,842)
_______ _______
Total comprehensive income for the year - ( 134,842)
_______ _______
At 28 February 2022 and 1 March 2022 100 ( 1,061,484)
Loss for the year ( 41,965)
_______ _______
Total comprehensive income for the year - ( 41,965)
_______ _______
At 28 February 2023 100 ( 1,103,449)
_______ _______
RUBIACEAE LIMITED
Notes to the financial statements
Year ended 28 February 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is 8 Plaza Gardens, London, SW15 2DT.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Long leasehold property - 1 % straight line
Fittings fixtures and equipment - 20 % straight line
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4. Operating loss
Operating loss is stated after charging/(crediting):
2023 2022
£ £
Depreciation of tangible assets 32,601 119,353
Fees payable for the audit of the financial statements 1,250 1,300
_______ _______
5. Tangible assets
Long leasehold property Fixtures, fittings and equipment Total
£ £ £
Cost
At 1 March 2022 and 28 February 2023 2,207,862 486,374 2,694,236
_______ _______ _______
Depreciation
At 1 March 2022 110,393 475,852 586,245
Charge for the year 22,079 10,522 32,601
_______ _______ _______
At 28 February 2023 132,472 486,374 618,846
_______ _______ _______
Carrying amount
At 28 February 2023 2,075,390 - 2,075,390
_______ _______ _______
At 28 February 2022 2,097,469 10,522 2,107,991
_______ _______ _______
6. Debtors
2023 2022
£ £
Trade debtors - 2,460
Prepayments and accrued income - 4,854
Other debtors 55 243
_______ _______
55 7,557
_______ _______
7. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 39,436 51,847
Amounts owed to group undertakings 3,145,627 3,126,922
Accruals and deferred income 950 13,622
Director loan accounts 180 -
Other creditors - 28,376
_______ _______
3,186,193 3,220,767
_______ _______
8. Directors advances, credits and guarantees
9. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value Balance owed by/(owed to)
2023 2022 2023 2022
£ £ £ £
Newton Enterprises Limited 18,565 3,367 ( 3,142,290) ( 3,123,724)
Carboebourne Limited 140 373 ( 3,337) ( 3,198)
_______ _______ _______ _______
10. Controlling party
The ultimate controlling party was Mr Farouk Walji, a director of the company.