Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31true2023-01-01falseNo description of principal activity22trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false 07449358 2023-01-01 2023-12-31 07449358 2022-01-01 2022-12-31 07449358 2023-12-31 07449358 2022-12-31 07449358 2022-01-01 07449358 c:Director1 2023-01-01 2023-12-31 07449358 d:CurrentFinancialInstruments 2023-12-31 07449358 d:CurrentFinancialInstruments 2022-12-31 07449358 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 07449358 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 07449358 d:ShareCapital 2023-12-31 07449358 d:ShareCapital 2022-12-31 07449358 d:ShareCapital 2022-01-01 07449358 d:SharePremium 2023-01-01 2023-12-31 07449358 d:SharePremium 2023-12-31 07449358 d:SharePremium 2022-01-01 2022-12-31 07449358 d:SharePremium 2022-12-31 07449358 d:SharePremium 2022-01-01 07449358 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 07449358 d:OtherMiscellaneousReserve 2023-12-31 07449358 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 07449358 d:OtherMiscellaneousReserve 2022-12-31 07449358 d:OtherMiscellaneousReserve 2022-01-01 07449358 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 07449358 d:RetainedEarningsAccumulatedLosses 2023-12-31 07449358 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 07449358 d:RetainedEarningsAccumulatedLosses 2022-12-31 07449358 d:RetainedEarningsAccumulatedLosses 2022-01-01 07449358 c:FRS102 2023-01-01 2023-12-31 07449358 c:AuditExemptWithAccountantsReport 2023-01-01 2023-12-31 07449358 c:FullAccounts 2023-01-01 2023-12-31 07449358 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 07449358 d:Subsidiary1 2023-01-01 2023-12-31 07449358 d:Subsidiary1 1 2023-01-01 2023-12-31 07449358 d:Subsidiary2 2023-01-01 2023-12-31 07449358 d:Subsidiary2 1 2023-01-01 2023-12-31 07449358 d:Subsidiary3 2023-01-01 2023-12-31 07449358 d:Subsidiary3 1 2023-01-01 2023-12-31 07449358 d:Subsidiary4 2023-01-01 2023-12-31 07449358 d:Subsidiary4 1 2023-01-01 2023-12-31 07449358 2 2023-01-01 2023-12-31 07449358 4 2023-01-01 2023-12-31 07449358 6 2023-01-01 2023-12-31 07449358 1 2023-12-31 07449358 3 2023-12-31 07449358 1 2022-12-31 07449358 3 2022-12-31 07449358 f:Euro 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 07449358










REXCROFT SOLUTIONS LTD








UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
REXCROFT SOLUTIONS LTD
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF REXCROFT SOLUTIONS LTD
FOR THE YEAR ENDED 31 DECEMBER 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Rexcroft Solutions Ltd for the year ended 31 December 2023 which comprise  the Balance sheet, the Statement of changes in equity and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW)we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.

This report is made solely to the Board of directors of Rexcroft Solutions Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Rexcroft Solutions Ltd and state those matters that we have agreed to state to the Board of directors of Rexcroft Solutions Ltd, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Rexcroft Solutions Ltd and its Board of directors, as a body, for our work or for this report. 

It is your duty to ensure that Rexcroft Solutions Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Rexcroft Solutions Ltd. You consider that Rexcroft Solutions Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or review of the financial statements of Rexcroft Solutions Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

  



Simmons Gainsford Professional Services Limited
 
Chartered Accountants
  
14th Floor
33 Cavendish Square
London
W1G 0PW
12 February 2025
Page 1

 
REXCROFT SOLUTIONS LTD
REGISTERED NUMBER: 07449358

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note

Fixed assets
  

Investments
 3 
12,290,403
13,511,313

  
12,290,403
13,511,313

Current assets
  

Debtors: amounts falling due within one year
 4 
1,099,314
1,101,110

Cash at bank and in hand
 5 
1,332,931
143,044

  
2,432,245
1,244,154

Creditors: amounts falling due within one year
 6 
(339,115)
(355,297)

Net current assets
  
 
 
2,093,130
 
 
888,857

Total assets less current liabilities
  
14,383,533
14,400,170

  

Net assets
  
14,383,533
14,400,170


Capital and reserves
  

Called up share capital 
  
32,945
32,945

Share premium account
 7 
19,231,258
19,231,258

Other reserves
 7 
5,827,722
5,827,722

Profit and loss account
 7 
(10,708,392)
(10,691,755)

  
14,383,533
14,400,170


Page 2

 
REXCROFT SOLUTIONS LTD
REGISTERED NUMBER: 07449358
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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 profit and loss account 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 by: 




F Tenderini
Director
Date: 12 February 2025

The notes on pages 5 to 12 form part of these financial statements.

Page 3

 
REXCROFT SOLUTIONS LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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



At 1 January 2022
32,945
19,231,258
5,987,088
(10,241,001)
15,010,290


Comprehensive income for the year

Loss for the year
-
-
-
(610,120)
(610,120)

Transfer to/from profit and loss account
-
-
(159,366)
159,366
-



At 1 January 2023
32,945
19,231,258
5,827,722
(10,691,755)
14,400,170


Comprehensive income for the year

Loss for the year
-
-
-
(16,637)
(16,637)


At 31 December 2023
32,945
19,231,258
5,827,722
(10,708,392)
14,383,533


The notes on pages 5 to 12 form part of these financial statements.

Page 4

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Rexcroft Solutions Limited is a private company limited by share capital, incorporated in England and Wales, registration number 07449358. The address of the registered office is 5th Floor North Side. 7-10 Chandos Street, London, W1G 9DQ.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

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 Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.3

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.4

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

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Taxation

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.


 
2.6

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
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

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to legal or constructive obligation, a transfer of economic benefits is probable and reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit and loss.

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 7

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 8

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Fixed asset investments





Investments in subsidiary companies
Listed investments
Loans to subsidiaries
Other fixed asset investments
Total




Cost or valuation


At 1 January 2023
15,890,644
2,286,600
6,590,294
1,395,183
26,162,721


Additions
-
275,357
288,901
1,954,901
2,519,159


Disposals
-
(2,823,761)
(1,180,699)
-
(4,004,460)


Foreign exchange movement
-
70,380
-
-
70,380


Revaluations
-
194,011
-
-
194,011



At 31 December 2023

15,890,644
2,587
5,698,496
3,350,084
24,941,811



Impairment


At 1 January 2023
12,651,408
-
-
-
12,651,408



At 31 December 2023

12,651,408
-
-
-
12,651,408



Net book value



At 31 December 2023
3,239,236
2,587
5,698,496
3,350,084
12,290,403



At 31 December 2022
3,239,236
2,286,600
6,590,294
1,395,183
13,511,313

Page 9

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Flow Real Estate LLC
USA
Residential Property
Ordinary
100%
Second Time SRL
Italy
Residential Property
Ordinary
100%
Ellevi SRL
Italy
Cruise Ship Refurbishment
Ordinary
93.75%
Ellevi Interiors SRL***
Italy
Cruise Ship Refurbishment
Ordinary
51%

*** This company is an indirect group undertaking of the company.






4.


Debtors

2023
2022


Other debtors
1,092,091
1,093,887

Called up share capital not paid
7,223
7,223

1,099,314
1,101,110



5.


Cash and cash equivalents

2023
2022

Cash at bank and in hand
1,332,931
143,044

Less: bank overdrafts
-
(47)

1,332,931
142,997


Page 10

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Creditors: Amounts falling due within one year

2023
2022

Bank overdrafts
-
47

Trade creditors
3,327
-

Other creditors
301,648
336,732

Accruals and deferred income
34,140
18,518

339,115
355,297



7.


Reserves

Share premium account

The share premium account represents amounts received by the Company for shares in excess of thenominal value of the share.

Other reserves

Other reserves comprise following:
Merger relief reserve of €5,827,722 in the Company. The merger relief reserve was the associated share premium after issuing shares to acquire the share capital of a subsidiary to greater than 90% during the year ended 31 December 2016.
The rest of the other reserves comprise the accumulated fair value gains less associated deferred tax resulting from listed investments to market value.
The Other Reserves are not considered to be distributable in nature.

Profit and loss account

Profit and loss account reserve represents the cumulative profits and losses of the Company.


8.


Contingent liabilities

The Company has provided a guarantee to Immobilaire Ro-mar SRL relating to a bank loan. At the year end, the balance of the bank loan was €471,064 (2022: €536,518).



Page 11

 
REXCROFT SOLUTIONS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Related party transactions

The Company has taken advantage of the exemption in FRS 102, paragraph 33.1A 'Related party disclosures' whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.
At the balance sheet date, among the other creditors balance is a loan €301,648 (2022: €336,732) owed by the Company to the shareholder. The amount is unsecured, interest free and repayable on demand.
At the balance sheet date, included in the balance of other debtors, there was a €1,088,070 (2022: €1,089,865) loan to three companies which the Company acted as a nominee to hold shares on behalf of their shareholder.
The Company has provided a loan facility of €2.5m in its own right to Immobiliare Ro-mar Srl and by the year end date, €1,569,739 (2022: €795,183) had been drawn on the facility. The loan is interest free and repayable by 31st December 2025.
As at the balance sheet date, the loan balance with VLH SA, a company under owership by a close family member of the shareholders, is €400,000 (2022: €400,000). The loan bears an interest of 2% per annum and is repayable in full by 30 June 2025, with an option in favour of the Company to purchase the shares in Vito Lupo Srl, a subsidiary of VLH by 30 June 2025.
During the year, the Company provided a loan of €1,380,699 (2022: €200,000) to Vito Lupo Srl, a company under ownership by a close family member of the shareholder. The loan is unsecured and is repayable in full by 30 June 2024, with a share of profit based return. 

 
Page 12