Company Registration No. 08156851 (England and Wales)
ROSEQUAKE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
ROSEQUAKE LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
ROSEQUAKE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023
30 November 2023
- 1 -
30 November 2023
2022
Notes
£
£
£
£
Non-current assets
Investments
5
2,100
2,100
Current assets
Trade and other receivables
7
1,000
1,000
Cash and cash equivalents
4,198
4,198
5,198
5,198
Current liabilities
8
(60,157)
(60,157)
Net current liabilities
(54,959)
(54,959)
Net liabilities
(52,859)
(52,859)
Equity
Called up share capital
9
2,100
2,100
Retained earnings
(54,959)
(54,959)
Total equity
(52,859)
(52,859)
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 of the Companies Act 2006.
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 08156851 (England and Wales)
ROSEQUAKE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 December 2021
2,100
(54,959)
(52,859)
Year ended 30 November 2022:
Profit and total comprehensive income
-
Balance at 30 November 2022
2,100
(54,959)
(52,859)
Year ended 30 November 2023:
Profit and total comprehensive income
-
Balance at 30 November 2023
2,100
(54,959)
(52,859)
ROSEQUAKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
1
Company information
Rosequake Limited is a private company limited by shares incorporated in England and Wales with registration number 08156851. The registered office is Ramillies House, 2 Ramillies Street, London, W1F 7LN.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provision of FRS102 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 a subsidiary of Rosequake Investment Holdings Limited, a company incorporated in the England & Wales. This qualifies as a small group under the Companies Act 2006.
3
Accounting policies
3.1
Accounting convention
The financial statements are prepared under the historical cost convention. The principal accounting policies adopted are set out as 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
The accounts have been prepared on a going concern basis which assumes that the company will continue to trade. The validity of this assumption is dependent upon the continued support of the director and parent company, who have indicated that they intend to provide the necessary facilities to enable the company to continue to trade for the forseeable future. If the company was unable to trade, adjustments would have to be made to reduce the value of assets to their recoverable amount, to provide for any further liabilities that might arise and to reclassify fixed assets and long term liabilities as current assets and liabilities.true
3.3
Fixed asset investments in subsidiaries
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.
ROSEQUAKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
3
Accounting policies
(Continued)
- 4 -
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.
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.
Classification of financial liabilities
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. Deferred tax is provided at the rate expected to apply at the date that the timing differences reverse, based on the rates enacted or substantively enacted at 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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 5 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was 1 (2022:1).
5
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
2,100
2,100
Movements in non-current investments
Shares in group undertakings
£
Cost
At 1 December 2022 & 30 November 2023
2,100
Carrying amount
At 30 November 2023
2,100
At 30 November 2022
2,100
6
Subsidiaries
Details of the company's subsidiaries at 30 November 2023 are as follows:
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
-
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
97,046,692
(4,806,977)
Conegate Limited
97,046,693
(4,806,977)
GC Co. No. 103 Limited
(8,864,808)
(3,225,822)
ROSEQUAKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
6
Subsidiaries
(Continued)
- 6 -
The above list of subsidiaries includes GC Co. No. 103 Limited which is the sole company owned directly by Rosequake Limited, while rest of the subsidiaries are held by GC Co. No. 103 Limited.
The principal activities of GC Co. No. 103 Limited and its group of companies are those of investors and dealers in properties.
7
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,000
1,000
8
Current liabilities
2023
2022
£
£
Amounts owed to group undertakings
60,157
60,157
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary 'A' shares of £1 each
100
100
100
100
Ordinary 'B' shares of £1 each
1,000
1,000
1,000
1,000
Ordinary 'C' shares of £1 each
1,000
1,000
1,000
1,000
2,100
2,100
2,100
2,100
With effect from 9th April 2014, 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 £22,747,934 in aggregate. The B shares are entitled to income distributions and capital distributions and capital proceeds on a sale of B shares up to £2,879,585 after the holders of A shares have received £22,747,934 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 £25,627,419 in aggregate.
10
Related party transactions
The company has taken advantage of the exemption in FRS102 35.1A not to disclose transactions between group members when the subsidiaries are wholly owned by the parent.
11
Parent company
ROSEQUAKE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
11
Parent company
(Continued)
- 7 -
As at 30th November 2023, the company is under the control of Rosequake Investment Holdings Limited by virtue of its shareholding. Mr. D. Sullivan, a director of the company is the ultimate controlling party by virtue of his shareholding in Rosequake Investment Holdings Limited.