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Registered number: 13956108









ROSETTA GLOBAL LTD









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD FROM 4 MARCH 2022 TO 31 MAY 2023

 
ROSETTA GLOBAL LTD
REGISTERED NUMBER: 13956108

BALANCE SHEET
AS AT 31 MAY 2023

2023
Note
£

Fixed assets
  

Investments
 4 
7,374,445

  
7,374,445

Current assets
  

Debtors: amounts falling due after more than one year
 5 
51,736

Debtors: amounts falling due within one year
 5 
3,258,624

Cash at bank and in hand
 6 
28,899

  
3,339,259

Creditors: amounts falling due within one year
 7 
(1,282,309)

Net current assets
  
 
 
2,056,950

Total assets less current liabilities
  
9,431,395

Creditors: amounts falling due after more than one year
 8 
(2,100,000)

  

Net assets
  
7,331,395


Capital and reserves
  

Alloted and called up share capital
  
81,110

Share premium account
  
7,405,492

Profit and loss account
  
(155,207)

  
7,331,395


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 April 2024.


................................................
Nicholas Comer
................................................
Steven Keable
Director
Director

The notes on pages 4 to 10 form part of these financial statements.
Page 1

 
ROSETTA GLOBAL LTD
REGISTERED NUMBER: 13956108
    
BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2023


Page 2

 
ROSETTA GLOBAL LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 4 MARCH 2022 TO 31 MAY 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(155,207)
(155,207)
Total comprehensive income for the period
-
-
(155,207)
(155,207)

Shares issued during the period
81,110
7,405,492
-
7,486,602


At 31 May 2023
81,110
7,405,492
(155,207)
7,331,395

The notes on pages 4 to 10 form part of these financial statements.

Page 3

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

1.


General information

Rosetta Global Limited is a private company, limited by shares, incorporated in England and Wales within
the United Kingdom. The company registration number is 13956108 and the registered office is Barn 2
Island Farm, Catmell Lane, Nateby, Preston, PR3 0LU.
The principal activity of the company during the year was that of a holding company. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statement prepared for the period from 4 March 2022 to 31 May 2023 in order to align the period end with other group companies.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

Page 4

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 5

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 6

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

3.


Employees

The average monthly number of employees, including the directors, during the period was as follows:


        2023
            No.






Employees
3


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
7,374,445



At 31 May 2023
7,374,445





Subsidiary undertakings


During the period the company acquired the following subsidiaries: 

Name

Registered office

Class of shares

Holding

Rosetta Brands Ltd
United Kingdom
Ordinary shares
100%
Rosetta X Ltd
United Kingdom
Ordinary shares
100%
Rosetta Brands GmbH Ltd
Germany
Ordinary shares
100%
Rosetta Brands PTY Ltd
Australia
Ordinary shares
100%

Page 7

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 May 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Rosetta Brands Ltd
(307,107)
(627,450)

Rosetta X Ltd
(211,403)
(211,404)

Rosetta Brands GmbH Ltd
(12,747)
(9,319)

Rosetta Brands PTY Ltd
(6,982)
6,651


5.


Debtors

2023
£

Due after more than one year

Deferred tax asset
51,736

51,736


2023
£

Due within one year

Trade debtors
252,173

Amounts owed by group undertakings
2,817,451

Prepayments and accrued income
189,000

3,258,624



6.


Cash and cash equivalents

2023
£

Cash at bank and in hand
28,899

28,899


Page 8

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

7.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
38,287

Other taxation and social security
43,508

Other creditors
1,200,514

1,282,309



8.


Creditors: Amounts falling due after more than one year

2023
£

Other loans
2,100,000

2,100,000


The other loans include a loan note, a convertible unsecured loan note and a loan facility.
These loans carry an interest rate of 10% per annum payable on 31 May and 30 November each year. As at 31 May 2023, the group has accrued interest of £105,863 for these loan facilities.


9.


Deferred taxation



2023


£






Credited to profit or loss
51,736



At end of year
51,736

The deferred tax asset is made up as follows:

2023
£


Tax losses carried forward
51,736

51,736

Page 9

 
ROSETTA GLOBAL LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2023

10.


Pension commitments

The company operates a defined contribution pension scheme in the UK. The scheme is open to all
employees. The company made contributions of £330 into the scheme during the period.


11.


Auditors' information

The auditors' report on the financial statements for the period ended 31 May 2023 was unqualified.

The audit report was signed on 4 April 2024 by Stephen Poleykett BA Hons, FCA (Senior Statutory Auditor) on behalf of MHA.

 
Page 10