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SG ROCKS (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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SG ROCKS (UK) LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 16
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SG ROCKS (UK) LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
The notes on pages 18 to 41 form part of these financial statements.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies
SG Rocks (UK) Limited (the 'Company') is a limited company incorporated in the United Kingdom. The Company's principal place of business is at C/O Work.Life, 33 Foley Street, London, W1W 7TL. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in investing and managing real estate properties.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). Details of the Group's accounting policies, including changes during the year, are included in note 1. In preparing these financial statements, management has made judgments, estimates and that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
i) New standards, interpretations and amendments effective from 1 January 2024
IAS 1 Amendments clarify how conditions which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these. IFRS 16 Amendments clarify how conditions which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these. IAS 7 and IFRS 7 Amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on an entity’s liabilities, cash flows and exposure to liquidity risk. IFRS S1 This standard includes the core framwork for the disclosure of material information about sustainability related risks and opportunites across an entity's value chain. IFRS S2 This is the first thematic standard issued that sets out requirements for entities to disclose information about climate- related risks and opportunities.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
ii) New standards, interpretations and amendments not yet effective
The following new standards, interpretations and amendments, which are not yet effective and have not been adopted early in these financial statements, will or may have an effect on the Company's future financial statements: IAS 21 An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. IFRS 9 and IFRS 7 These amendments:
∙clarify the requirements for the timing of recognition and derecognition of some financial assets and
liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
∙clarify and add further guidance for assessing whether a financial asset meets the solely payments of
principal and interest (SPPI) criterion;
∙add new disclosures for certain instruments with contractual terms that can change cash flows (such
as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
∙make updates to the disclosures for equity instruments designated at Fair Value through Other
Comprehensive Income (FVOCI). IFRS – Volume 11 Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. These amendments are to the following standards:
∙IFRS 1 First-time Adoption of International Financial Reporting Standards;
∙IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
∙IFRS 9 Financial Instruments;
∙IFRS 10 Consolidated Financial Statements; and
∙IAS 7 Statement of Cash Flows
IFRS 18
This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
∙the structure of the statement of profit or loss;
∙required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
∙enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
IFRS 19
This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19’s reduced disclosure requirements balance the information needs of the users of eligible subsidiaries’ financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
∙it does not have public accountability; and
∙it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.
As permitted by s408 Companies Act 2006, the Company has not presented its own statement of comprehensive income as it prepares group accounts and the company's individual statemen of financial position shows the company's profit or loss for the financial period.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
The Company was incorporated on 24 February 2023, and therefore, there is no opening statement of financial position as of 1 January 2023.
These financial statements, for the year ended 31 December 2024, are the first time the Group has prepared in accordance with IFRS. For periods up to and including the year ended 31 December 2023, the Group prepared its financial statements in accordance with local generally accepted accounting principles. (UK GAAP). Accordingly, the Group has prepared financial statements that comply with IFRS applicable as at 31 December 2024, together with the comparative period data for the year ended 31 December 2023, as described in the summary of significant accounting policies. In preparing the financial statements, the Group’s opening statement of financial position was prepared as at 1 January 2024, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its Local GAAP financial statements, including the Statement of Financial Position as at 1 January 2024 and the financial statements as of, and for, the year ended 31 December 2024.
Page 21
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Exemptions applied
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Group has applied the following exemptions: Borrowing Costs The Group has applied the transitional provisions in IAS 23 Borrowing Costs and capitalises borrowing costs relating to all qualifying assets after the date of transition. Similarly, the Group has not restated for borrowing costs capitalised under Local GAAP on qualifying assets prior to the date of transition to IFRS. Estimates The estimates at 1 January 2024 and at 31 December 2024 are consistent with those made for the same dates in accordance with Local GAAP (after adjustments to reflect any differences in accounting policies). The estimates used by the Group to present these amounts in accordance with IFRS reflect conditions at 1 January 2024, the date of transition to IFRS and as at 31 December 2024. Group reconciliation of equity as at 1 January 2024 and as at 31 December 2024. There was no reclassification or remeasurement made at the date of transition. Group reconciliation of total comprehensive income for the year ended 31 December 2024. There was no reclassification or remeasurement made at the date of transition. At the year-end date the shareholders' funds amounted to £19,521,925 (2023: £4,704,461) with net current liabilities amounting to £120,486 (2023: £216,955). The Group reported a loss after taxation of £741,111 (2023: £875,694), which is expected in the early years of trading. The Company has obtained £28,421,005 of funding to continue its investment activities, and based on cashflow projections and business plans, the directors are satisfied that the Group and Company have access to sufficient available funds to meet its debts as they fall due. In assessing the appropriateness of the going concern basis, the directors have taken account of all the relevant information covering a period of at least twelve months from the date of approval of these financial statements. Consequently, the directors continue to adopt the going concern basis in preparing the financial statements.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Income tax expense represents the sum of the tax currently payable and deferred tax.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Page 24
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Following completion of works, the Group will measure its investment property under the fair value model. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised. In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. The Group’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is de recognised, modified, or impaired.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk committee provides assurance to the Group’s senior management that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt and equity investments and derivative financial instruments. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with fixed interest rates. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The average number of persons employed by the company during the year, including directors was 9 (2023: 7)
5.1 Judgements
The estimates and underlying assumptions are reviewed on an on-going 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 of the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. Accounting policy for investment property IAS 40 permits a company to choose whether it holds investment property under the fair value model or the cost model. The Group's investment properties are currently under construction and are measured at cost until construction works are complete. Following completion of works, the Group has elected to hold its investment property under the fair value model.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
5.Accounting estimates and judgments (continued)
Level 1: Quoted prices in active markets for identical items (unadjusted) Level 2: Observable direct or indirect inputs other than Level1 inputs Level 3: Unobservable inputs (i.e. not derived from market data) The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. The fair value measurement of the Group's investment property has been derived based on Level 3 inputs.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 29
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 30
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 31
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Terms and conditions for receivables from related parties can be found in note 21.
The cash and cash equivalents balance is identical to the amount presented in the statement of financial position.
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 34
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17.Share capital (continued)
Page 35
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17.Share capital (continued)
Page 36
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium
Profit and loss account
Page 37
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
Included within other debtors is a balance of £21,241,478 (2023: £2,906,250) owed by companies connected by common shareholders. This balance is unsecured and interest free, with no fixed repayment terms.
Included within other creditors is a balance of £1,921,721 (2023: £986,750) owed to a company which holds a minority interest in one of the subsidiaries. This balance is unsecured and interest free, with no fixed repayment terms. Included within other creditors is a balance of £10,256,702 (2023: £Nil) owed to the shareholders of the company. This balance is unsecured and interest free, with no fixed repayment terms. The directors were not remunerated during the year.
On 2 January 2025, the outstanding shareholder loan of £10,256,702 was converted into issued share capital and share premium and an additional capital contribution of £8,993,298 was made. The resulting increase in issued equity of £19,250,000 was registered with Companies House on 9 January 2025.
Page 40
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SG ROCKS (UK) LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
During the year, York House Investment Holding Limited, a subsidiary of the Group, entered into a contract to acquire a property for approximately £33 million. The contract was exchanged in December 2024, with completion taking place on 3 January 2025.
As at the reporting date, the outstanding amount payable on completion was £26.9 million in accordance with contract. This liability was fully settled on completion using a combination of shareholder funds and secured bank borrowings.
There is no controlling party.
Page 41
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