| REGISTERED NUMBER: |
| ORROCK HOLDINGS LIMITED |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| REGISTERED NUMBER: |
| ORROCK HOLDINGS LIMITED |
| UNAUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 | to | 7 |
| Accountants' Report | 8 |
| ORROCK HOLDINGS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MAY 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Accountants |
| Titanium 1 |
| King's Inch Place |
| Renfrew |
| PA4 8WF |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| BALANCE SHEET |
| 31 MAY 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Investments | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 1. | STATUTORY INFORMATION |
| Orrock Holdings Limited is a private company, limited by shares, registered in England and Wales. The company’s registered number is 12374963 and registered office address is Slade Farmhouse Hagbourne Road, Aston Upthorpe, Didcot, United Kingdom, OX11 9EE. |
| The nature of the Company's operations and its principal activities are that of activities of investment trusts. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 £. |
| Going concern |
| At 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. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In preparing these financial statements, the directors have made the following judgements: |
| Assets are considered for indications of impairment. If required an impairment review will be carried out and a decision made on possible impairment. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. |
| Bad debts are provided for where objective evidence of the need for a provision exists. |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 transactions 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. |
| 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, 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. |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date. |
| Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated. |
| Deferred tax assets are only 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. |
| If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed. |
| Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference. |
| With the exception of changes arising on the initial recognition of a business combination, the tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income). |
| Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. |
| Deferred tax assets and deferred tax liabilities are offset only if the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously. |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less. |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Impairment of assets |
| Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. |
| Non-financial assets |
| An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. |
| Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
| Financial assets |
| For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. |
| For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. |
| Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. |
| An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. |
| Fixed asset investments |
| Fixed asset investments are included at cost. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2023 - NIL). |
| 4. | FIXED ASSET INVESTMENTS |
| Unlisted |
| investments |
| £ |
| COST |
| At 1 June 2023 |
| Additions |
| Impairments | ( |
) |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| At 31 May 2023 |
| ORROCK HOLDINGS LIMITED (REGISTERED NUMBER: 12374963) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Other debtors |
| Convertible loan notes | - | 5,711,900 |
| Corporation tax |
| In November 2020, Orrock Holdings Limited provided financing to Iotic Labs Limited in the form a loan totalling £353,250. The loan accrued interest at 8% per annum from this date. At the year end date a total of £nil (2023 - £70,650) of accrued interest was recorded within debtors. |
| In December 2021, Orrock Holdings Limited provided financing to Iotic Labs Limited in the form a loan totalling £2,350,000. The loan was interest free and repayable on demand. In February 2022 this loan was converted into a convertible loan note which accrued interest at 8% per annum from this date. At the year end date a total of £nil (2023 - £235,000) of accrued interest was recorded within debtors. |
| In September 2022, Orrock Holdings Limited provided financing to Iotic Labs Limited in the form a loan totalling £2,550,000. The loan accrued interest at 8% per annum from this date. At the year end date a total of £nil (2023 - £153,000) of accrued interest was recorded within debtors. |
| Subject to conditions set out in the agreement with Iotic Labs Limited, each loan and any accrued but unpaid interest will convert into shares in the capital of the company on the earlier of a qualifying financing event, a non-qualifying financing event, on exit or on maturity. |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Corporation tax |
| Other creditors |
| Directors' current accounts | 2,039,691 | 1,528,771 |
| Accrued expenses |
| 7. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| Included within creditors in an interest free loan from the directors. The balance at 31 May 2024 was £2,039,691(2023- £1,528,771). |
| 8. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| 9. | ULTIMATE CONTROLLING PARTY |
| No individual in isolation can exercise control over the company. |
| ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS |
| ON THE UNAUDITED FINANCIAL STATEMENTS OF |
| ORROCK HOLDINGS LIMITED |
| The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies. |
| In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Orrock Holdings Limited for the year ended 31 May 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us. |
| This report is made solely to the Board of Directors of Orrock Holdings Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Orrock Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Orrock Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Orrock Holdings Limited and its Board of Directors, as a body, for our work or for this report. |
| It is your duty to ensure that Orrock Holdings Limited 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 Orrock Holdings Limited. You consider that Orrock Holdings Limited is exempt from the statutory audit requirement for the year. |
| We have not been instructed to carry out an audit or a review of the financial statements of Orrock Holdings Limited. 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. |
| Accountants |
| Titanium 1 |
| King's Inch Place |
| Renfrew |
| PA4 8WF |