Company registration number 11070538 (England and Wales)
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr David Sullivan
Company number
11070538
Registered office
Ramillies House
2 Ramillies Street
London
W1F 7LN
Accountants
F Winter & Co. LLP
Ramillies House
2 Ramillies Street
London
W1F 7LN
Business address
Birch Hall
Coppice Row
Theydon Bois
Essex
CM16 7DR
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 NOVEMBER 2023
30 November 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Investments
6
97,046,793
101,853,770
Current assets
Trade and other receivables
8
53
232,500
Cash and cash equivalents
349,577
2,733
349,630
235,233
Current liabilities
9
(15,270)
(16,618)
Net current assets
334,360
218,615
Net assets
97,381,153
102,072,385
Equity
Called up share capital
10
123,782,984
123,782,984
Retained earnings
(26,401,831)
(21,710,599)
Total equity
97,381,153
102,072,385
The director of the company has elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 30 November 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 and signed by the director and authorised for issue on 27 November 2024
Mr David Sullivan
Director
Company registration number 11070538 (England and Wales)
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 December 2021
123,782,984
(24,253,466)
99,529,518
Year ended 30 November 2022:
Profit and total comprehensive income
-
2,542,867
2,542,867
Balance at 30 November 2022
123,782,984
(21,710,599)
102,072,385
Year ended 30 November 2023:
Loss and total comprehensive income
-
(4,691,232)
(4,691,232)
Balance at 30 November 2023
123,782,984
(26,401,831)
97,381,153
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
1
Companies information
Rosequake Investment Holdings Limited is a private limited company limited by shares incorporated in England and Wales with registration number 11070538. The registered office is Ramillies House, 2 Ramillies Street, London, W1F 7LN.
2
Compliance with accounting standards
The financial statements have been prepared in accordance with the provision of FRS 102 including the disclosure requirements of section 1A for small entities. There were no material departures from the standard.
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.
Group accounts
The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group accounts as it is exempt from the requirement to do so by section 9 of the FRS102 as it is the ultimate parent undertaking of Rosequake Investment Holdings Limited Group, which qualifies as a small group under the Companies Act 2006.
3
Accounting policies
3.1
Accounting convention
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are stated below.
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 £.
3.2
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
3.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
3.4
Cash and cash equivalents
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.
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
3
Accounting policies
(Continued)
- 4 -
3.5
Financial instruments
Basic financial assets
Basic financial assets, which include trade and other receivables 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
3.6
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 income statement 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
The tax expense represents the sum of tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 and deductible. The company's liability for the current tax is calculated using tax rates that have substantively been enacted by the balance sheet date.
Deferred taxation is provided on the liability method to take account of timing differences between the treatment of certain items for accounts purposes and their treatment for tax purposes.
Tax deferred or accelerated is accounted for in respect of all material timing differences.
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 5 -
4
Impairment on Investment
2023
2022
£
£
Impairment on investment in subsidiary
4,806,977
(2,437,122)
As at the year end, the fair value of the investment properties held by the subsidiaries has decreased by £2,056,099 (2022: £3,602,659 increase). Following the current market and economic conditions in the post Covid-19 pandemic, the director has impaired the investment by £4,806,977 (2022: £2,437,122 Surplus) owing to a decrease in the fair value of its investment properties held within its subsidiaries based on their net asset values as at 30 November 2023.
5
Employees
The average number of persons (including directors) employed by the company during the year was 1 (2022:1).
6
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
7
97,046,793
101,853,770
Movements in non-current investments
Shares in group subsidiaries
£
Cost or valuation
At 1 December 2022 & 30 November 2023
123,782,980
Impairment
At 1 December 2022
21,929,210
Impairment losses
4,806,977
At 30 November 2023
26,736,187
Carrying amount
At 30 November 2023
97,046,793
At 30 November 2022
101,853,770
7
Subsidiaries
Details of the company's subsidiaries at 30 November 2023 are as follows:
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
7
Subsidiaries
(Continued)
- 6 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Conegate (2003) Limited
England and Wales
Ordinary
-
100.00
Conegate (2005) Limited
England and Wales
Ordinary
-
100.00
Conegate (2006) Limited
England and Wales
Ordinary
-
100.00
Conegate Holdings Limited
England and Wales
Ordinary
-
100.00
Conegate Limited
England and Wales
Ordinary
-
100.00
GC Co. No. 103 Limited
England and Wales
Ordinary
-
100.00
Rosequake Limited
England and Wales
Ordinary
100.00
-
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Conegate (2003) Limited
12,069,414
1,183,183
Conegate (2005) Limited
(1,949,024)
1,250
Conegate (2006) Limited
24,694,102
1,554,157
Conegate Holdings Limited
97,046,792
(4,806,977)
Conegate Limited
97,046,693
(4,806,977)
GC Co. No. 103 Limited
(8,864,808)
3,225,822
Rosequake Limited
(52,859)
-
The above list of subsidiaries includes Rosequake Limited which is the sole company owned directly by Rosequake Investment Holdings Limited, while rest of the subsidiaries are held by Rosequake Limited.
The principal activities of Rosequake Limited and its group of companies are those of investors and dealers in properties and securities.
8
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
53
Amounts owed by group undertakings
232,500
53
232,500
ROSEQUAKE INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 7 -
9
Current liabilities
2023
2022
£
£
Corporation tax
(53)
Other taxation and social security
770
771
Other payables
14,500
15,900
15,270
16,618
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of 10p each
58,944,278
58,944,278
5,894,428
5,894,428
Ordinary 'B' shares of 10p each
589,442,780
589,442,780
58,944,278
58,944,278
Ordinary 'C' shares of 10p each
589,442,780
589,442,780
58,944,278
58,944,278
1,237,829,838
1,237,829,838
123,782,984
123,782,984
With effect from 10th December 2018, the A, B and C shares have the following rights to income and capital:
The A shares are entitled to income distributions and capital distributions and capital proceeds on a sale of A shares up to £18,455,104 in aggregate. The B shares are entitled to income distributions and capital distributions and capital proceeds on a sale of B shares up to £2,336,089 after the holders of A shares have received £18,455,104 in aggregate. The C shares are entitled to income distributions and capital distributions and capital proceeds on a sale of C shares, after the holder of A shares and B shares have received £20,791,193 in aggregate.
11
Related party transactions
The company has taken advantage of the exemption in FRS102 35.1A not to disclose transactions between group members where the subsidiaries are wholly owned by the parent.
12
Parent company
The company is under control of its director, Mr. D. Sullivan by virtue of his shareholding.
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