IRIS Accounts Production v25.1.3.33 09002169 Board of Directors 1.9.23 31.8.24 31.8.24 Medium entities true false true true false false true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 14,580,988 Ordinary shares of £0.50 each 50.00000 415,000 Ordinary B shares of £0.01 each 1.00000 415,000 Ordinary shares of £0.01 each 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh090021692023-08-31090021692024-08-31090021692023-09-012024-08-31090021692023-01-31090021692023-02-012023-08-31090021692023-08-3109002169ns15:EnglandWales2023-09-012024-08-3109002169ns14:PoundSterling2023-09-012024-08-3109002169ns10:Director12023-09-012024-08-3109002169ns10:PrivateLimitedCompanyLtd2023-09-012024-08-3109002169ns10:MediumEntities2023-09-012024-08-3109002169ns10:Audited2023-09-012024-08-3109002169ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-09-012024-08-3109002169ns10:Medium-sizedCompaniesRegimeForAccounts2023-09-012024-08-3109002169ns10:FullAccounts2023-09-012024-08-3109002169ns10:OrdinaryShareClass12023-09-012024-08-3109002169ns10:OrdinaryShareClass22023-09-012024-08-3109002169ns10:OrdinaryShareClass32023-09-012024-08-3109002169ns10:Director22023-09-012024-08-3109002169ns10:RegisteredOffice2023-09-012024-08-3109002169ns5:ShareCapital2024-08-3109002169ns5:ShareCapital2023-08-3109002169ns5:SharePremium2024-08-3109002169ns5:SharePremium2023-08-3109002169ns5:RetainedEarningsAccumulatedLosses2024-08-3109002169ns5:RetainedEarningsAccumulatedLosses2023-08-3109002169ns5:ShareCapital2023-01-3109002169ns5:RetainedEarningsAccumulatedLosses2023-01-3109002169ns5:SharePremium2023-01-3109002169ns5:CurrentFinancialInstruments2024-08-3109002169ns5:CurrentFinancialInstruments2023-08-3109002169ns10:OrdinaryShareClass12024-08-3109002169ns10:OrdinaryShareClass22024-08-3109002169ns10:OrdinaryShareClass32024-08-3109002169ns5:RetainedEarningsAccumulatedLosses2023-08-3109002169ns5:SharePremium2023-08-3109002169ns5:RetainedEarningsAccumulatedLosses2023-09-012024-08-3109002169ns5:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2023-09-012024-08-3109002169ns5:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2024-08-3109002169ns5:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2023-08-31
REGISTERED NUMBER: 09002169 (England and Wales)


























STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024

FOR

ROSEBOURNE LIMITED

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Statement of Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


ROSEBOURNE LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 AUGUST 2024







DIRECTORS: Mr G J Marsh
Mr G A M Hillier



REGISTERED OFFICE: Ampfield House
Ampfield
Romsey
Hampshire
SO51 9PA



REGISTERED NUMBER: 09002169 (England and Wales)



SENIOR STATUTORY AUDITOR: Ross Garfitt



AUDITORS: Langdowns DFK Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024


The directors present their strategic report for the year ended 31 August 2024.

INTRODUCTION
The Company has prepared its financial statements in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

BUSINESS REVIEW AND KEY PERFORMANCE INDICATORS
Rosebourne was previously a premium retail garden centre group and now a non-trading company.

On 31st January 2023 the assets and trading of the company were transferred to Hillier Nurseries Limited and the company ceased to trade as from 1st February 2023.

Company has not traded within the period nor will it look to trade in the foreseeable future.

PRINCIPAL RISKS AND UNCERTAINTIES
As the company ceased trading as from 1st February 2023, with the assets and trading transferred to the immediate parent company Hillier Nurseries Limited on 31st January 2023, the directors do not believe that there are any applicable risks or uncertainties that will impact the company in the future.

ON BEHALF OF THE BOARD:





Mr G J Marsh - Director


19 March 2025

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 AUGUST 2024


The directors present their report with the financial statements of the company for the year ended 31 August 2024.

CESSATION OF TRADING
The company ceased trading on 1 February 2023.

PRINCIPAL ACTIVITY
The principal activity of the company was the operation of garden centres.

DIVIDENDS
No dividends were paid or proposed on ordinary shares (2023 - £nil).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 September 2023 to the date of this report.

Mr G J Marsh
Mr G A M Hillier

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Langdowns DFK Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr G J Marsh - Director


19 March 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROSEBOURNE LIMITED


Opinion
We have audited the financial statements of Rosebourne Limited (the 'company') for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 August 2024;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - hiving up of business to parent company
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROSEBOURNE LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning procedures we identify the significant laws and regulations applicable to the company based upon our knowledge of the company, the industry in which it operates and from making enquiries with management. We consider those laws and regulations where non-compliance may have a material effect on the financial statements and those which have a direct impact on the financial statements such as compliance with the requirements of the Companies Act 2006.

Audit procedures performed by the engagement team in relation to laws and regulations include making enquiries of management as to any known or suspected instances of non-compliance, maintaining awareness throughout the course of the audit as to any indications of instances of non-compliance and undertaking a review of the disclosures in the financial statements to supporting information and to disclosure checklists.

We also consider areas that are at a higher risk of causing material misstatement in the financial statements due to irregularities, including those resulting from fraud and how such fraud may occur. We discuss with senior management the key controls in place to mitigate the risk of fraud and enquire as to whether they are aware of, or suspect, any fraudulent activities having taken place.

Throughout the audit, we maintain an appropriate level of professional scepticism when provided with information and explanations. We consider the appropriateness of significant accounting journals that were processed during the year, assess the reasonableness of any significant accounting estimates and consider whether there were any indications of bias by management during the year that represents a risk of material misstatement due to fraud. We also carry out analytical procedures to identify any unusual or unexpected variances to expectations as these may be an indication of management over-ride or management bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROSEBOURNE LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Ross Garfitt (Senior Statutory Auditor)
for and on behalf of Langdowns DFK Limited
Statutory Auditor
Fleming Court
Leigh Road
Eastleigh
Southampton
Hampshire
SO50 9PD

8 April 2025

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024

Period
1.2.23
Year Ended to
31.8.24 31.8.23
Notes £    £   

TURNOVER - -
OPERATING PROFIT and
PROFIT BEFORE TAXATION - -

Tax on profit 5 - -
PROFIT FOR THE FINANCIAL YEAR - -

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

-

-

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

BALANCE SHEET
31 AUGUST 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 6 8,851,129 8,841,360
Cash at bank - 9,769
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,851,129

8,851,129

CAPITAL AND RESERVES
Called up share capital 7 7,294,644 7,294,644
Share premium 8 2,184,247 2,184,247
Retained earnings 8 (627,762 ) (627,762 )
SHAREHOLDERS' FUNDS 8,851,129 8,851,129

The financial statements were approved by the Board of Directors and authorised for issue on 19 March 2025 and were signed on its behalf by:





Mr G J Marsh - Director


ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 February 2023 7,294,644 (627,762 ) 2,184,247 8,851,129

Changes in equity
Balance at 31 August 2023 7,294,644 (627,762 ) 2,184,247 8,851,129

Changes in equity
Balance at 31 August 2024 7,294,644 (627,762 ) 2,184,247 8,851,129

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024


1. STATUTORY INFORMATION

Rosebourne Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The company transferred its assets and liabilities to its parent company, Hillier Nurseries Limited on the 31st January 2023 and ceased to trade from 1st February 2023. The directors have prepared the accounts on the basis that this individual entity is therefore no longer a going concern, although no adjustments have been made as a result of this as assets and liabilities were transferred at book value.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates
In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and the underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The judgements and accounting estimates that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Deferred tax asset judgement.
The deferred tax asset has been removed as it is considered to be irrecoverable reducing the balance to £nil (2023 - £nil). This is on the basis of available evidence that it is probable that there will no longer be suitable taxable profits.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


3. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

4. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 August 2024 nor for the period ended 31 August 2023.

The average number of employees during the year was as follows:
Period
1.2.23
Year Ended to
31.8.24 31.8.23

Employees including directors 2 2

Period
1.2.23
Year Ended to
31.8.24 31.8.23
£    £   
Directors' remuneration - -

5. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 August 2024 nor for the period ended 31 August 2023.

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed by group undertakings 8,851,129 8,841,360

ROSEBOURNE LIMITED (REGISTERED NUMBER: 09002169)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2024


7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
14,580,988 14,580,988 Ordinary shares of
£0.50 each 50p 7,290,494 7,290,494
415,000 415,000 Ordinary B shares of
£0.01 each 1p - -
415,000 415,000 Ordinary shares of
£0.01 each 1p 4,150 4,150
7,294,644 7,294,644

8. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 September 2023 (627,762 ) 2,184,247 1,556,485
Profit for the year - -
At 31 August 2024 (627,762 ) 2,184,247 1,556,485

The share premium account is used to record the aggregate amount or value of premiums paid when the company's shares are issued at an amount in excess of nominal value.

9. ULTIMATE PARENT COMPANY

Hillier Nurseries Limited is regarded by the directors as being the company's ultimate parent company.

Ownership was effective since 8th November 2022. Group accounts will be available from the Registrar of Companies.

The parent undertaking is registered at Ampfield House, Ampfield, Romsey, Hampshire, SO51 9PA.

10. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Amount due from related party 8,851,129 8,841,360

Included within the amount due from entities with control over the entity is £8,851,129 (2023 - £8,841,360) in relation to a loan from the ultimate parent company and transfer of assets and liabilities via a hive up that took place on the 31st January 2023, with no set interest charge and this is repayable on demand.

11. ULTIMATE CONTROLLING PARTY

Since 8th November 2022, the company is controlled by the Robert Hillier Settlement Trust and the John Hillier Settlement Trust who between them own all of the ordinary shares of the parent company, Hillier Nurseries Limited. Neither of the trusts has a controlling party.

12. WARRANTS AND SHARE OPTIONS

As part of the acquisition by Hillier Nurseries Limited the warrants to subscribe for ordinary shares have been cancelled and the EMI share option scheme has been closed.