Company registration number 00682070 (England and Wales)
ROWLINSON GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ROWLINSON GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
ROWLINSON GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
6,221,795
5,941,321
Investment properties
4
8,599,531
8,599,531
Investments
5
23,186
23,186
14,844,512
14,564,038
Current assets
Debtors
7
2,477,161
5,845,128
Cash at bank and in hand
287
57,345
2,477,448
5,902,473
Creditors: amounts falling due within one year
8
(5,108,337)
(8,981,904)
Net current liabilities
(2,630,889)
(3,079,431)
Total assets less current liabilities
12,213,623
11,484,607
Creditors: amounts falling due after more than one year
9
(5,500,000)
(4,500,000)
Provisions for liabilities
11
(1,023,190)
(937,864)
Net assets
5,690,433
6,046,743
Capital and reserves
Called up share capital
12
83
83
Capital redemption reserve
34
34
Profit and loss reserves
5,690,316
6,046,626
Total equity
5,690,433
6,046,743
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
R J Rowlinson
Director
Company Registration No. 00682070
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Rowlinson Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Group Offices, Green Lane, Wardle, Nantwich, Cheshire, United Kingdom, CW5 6BN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Other operating income
Other operating income is recognised to the extent that it is probable that the economic benefit will flow to the company in respect of rental income and management charges. Rent is charged on a straight line basis in accordance with signed rental agreements. Management charges receivable are recognised in accordance with the value of work performed by central management for other fellow group companies.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold property
2.5-5% straight line
Computer equipment
10-15% straight line
Motor vehicles
25% straight line
Fixtures and fittings
10-15% straight line
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.
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.
1.6
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.7
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
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 company 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, and loans from fellow group companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
18
18
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
3
Tangible fixed assets
Freehold property
Computer equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
8,180,193
473,548
73,936
62,871
8,790,548
Additions
403,902
158,396
1,995
564,293
At 31 December 2023
8,584,095
631,944
75,931
62,871
9,354,841
Depreciation and impairment
At 1 January 2023
2,579,233
204,716
61,349
3,929
2,849,227
Depreciation charged in the year
193,278
71,488
3,335
15,718
283,819
At 31 December 2023
2,772,511
276,204
64,684
19,647
3,133,046
Carrying amount
At 31 December 2023
5,811,584
355,740
11,247
43,224
6,221,795
At 31 December 2022
5,600,960
268,832
12,587
58,942
5,941,321
4
Investment property
2023
£
Fair value
At 1 January 2023 and 31 December 2023
8,599,531
The fair value of the investment property has been arrived at on the basis of a valuation carried out on 17 September 2021 by Legat Owen Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
2023
2022
£
£
Cost
3,372,100
3,372,100
Accumulated depreciation
(1,949,274)
(1,864,972)
Carrying amount
1,422,826
1,507,128
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings
23,186
23,186
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Handyjack Limited
England and Wales
Non-trading
Ordinary
100.00
Rowlinson Timber (Manchester) Limited
England and Wales
Non-trading
Ordinary
100.00
Rowlinson Two Limited
England and Wales
Non-trading
Ordinary
100.00
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
207,379
128,881
Corporation tax recoverable
11,169
Amounts owed by group undertakings
1,401,626
4,595,401
Other debtors
856,987
1,120,846
2,477,161
5,845,128
8
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
23,654
2,727,826
Trade creditors
38,606
148,185
Amounts owed to group undertakings
4,676,445
5,741,689
Corporation tax
33,750
Other taxation and social security
3,834
Other creditors
365,798
330,454
5,108,337
8,981,904
The bank overdraft is secured by way of a debenture covering land & buildings owned by Rowlinson Group Limited and fellow group companies.
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
5,500,000
4,500,000
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
10
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
186,522
160,195
Tax losses
836,668
777,669
1,023,190
937,864
2023
Movements in the year:
£
Liability at 1 January 2023
937,864
Charge to profit or loss
85,326
Liability at 31 December 2023
1,023,190
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
11
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,040
98,672
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
12
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
8,240 ordinary shares of 1p each
83
83
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Helen Davies
Statutory Auditor:
Azets Audit Services
14
Financial commitments, guarantees and contingent liabilities
The company is registered for VAT purposes in a group of undertakings, including Rowlinson Consolidated Limited and it's subsidiaries, which share a common registration number. As a result, it has jointly guaranteed the VAT liability of the Group. However, the directors are of the common opinion that no liability is likely to arise from the unlikely event of failure by other members of the Group.
Santander UK plc holds a fixed and floating charge over all tangible fixed assets.
15
Operating lease commitments
Lessor
The future minimum lease payments under non-cancellable operating leases due to the company are as follows:
2023
2022
£
£
3,933,513
4,500,540
16
Related party transactions
Amounts owed to/by related parties
The following amounts were outstanding at the reporting end date:
Amount owed to
Amounts owed by
2023
2022
2023
2022
£
£
£
£
Alexandra Retail Limited
708,224
792,100
Baltic Connexions Limited
-
-
4,334
2,083
Rowlinson Consolidated Limited
1,273,076
820,190
-
-
Rowlinson Garden Products Limited
-
-
141,656
2,017,533
Rowlinson Group Holdings Limited
100
100
-
-
Rowlinson Packaging (South) Limited
2,752,018
3,236,741
-
-
Rowlinson Packaging Limited
5,407,213
5,333,396
-
-
Rowlinson Timber Limited
-
-
1,236,895
2,534,587
Rowlinson Two Limited
17,965
17,965
-
-
At the balance sheet date, the company was also owed £532,163 (2022: £487,200) by an entity under common control, and was owed £100,000 (2022: £100,000) by another related party.
ROWLINSON GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
17
Parent company
The directors regard Rowlinson Consolidated Limited, a company incorporated in England and Wales, as the ultimate parent company. Rowlinson Consolidated Limited is under the control of R J Rowlinson, the controlling shareholder of that company.
The consolidated financial statements of Rowlinson Consolidated Limited are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.
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