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Registered number: 14687640









SG ROCKS (UK) LIMITED









ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SG ROCKS (UK) LIMITED
 
 
 
COMPANY INFORMATION


 
Directors
A N Biram 
G Deutsch 
H Himi 
S Mandelbaum 
D D Morris (appointed 17 November 2024)
O Kleinman (appointed 8 February 2024)




Registered number
14687640



Registered office
C/O Work.Life
33 Foley Street

London

W1W 7TL




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
SG ROCKS (UK) LIMITED
 
 
 
CONTENTS



Page
Group strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report

 
5 - 8
Consolidated Statement of Profit or Loss and Other Comprehensive Income

 
9
Consolidated statement of financial position
 
 
10 - 11
Company statement of financial position
 
 
12
Consolidated statement of changes in equity
 
 
13 - 14
Company statement of changes in equity
 
 
15
Consolidated statement of cash flows
 
 
16
Company statement of cash flows
 
 
17
Notes to the consolidated financial statements
 
 
18 - 41

 

 

 
SG ROCKS (UK) LIMITED
 
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report on the group and the parent company for the financial period from 01 January 2024 to 31 December 2024.

Business review
 
SG Rocks (UK) Limited continues to execute its strategy of investing in and managing real estate properties, with a focus on value creation through acquisitions and development. In 2024, the Group significantly expanded its portfolio, acquiring key assets and progressing with development initiatives aligned with its business plan.

Investment Activity

Investment Property Growth
The value of the Group’s investment properties increased from £4,921,416 in 2023 to £20,907,757 in 2024. This growth was driven by:

The acquisition of Livonia (£12.75 million)
Development costs invested in Bevis Marks and Livonia

All investments were executed in accordance with the Group’s business plan and are expected to generate long-term value.

Receivables from Subsidiaries and Related Parties
Receivables from subsidiaries and related parties increased to £21,241,478 (2023: £2,906,250). This reflects financing provided for the newly acquired projects in 2024, supporting their development and integration into the Group’s portfolio.


Financial performance
 
The Group’s financial results for the year reflect strong progress in portfolio expansion and development activity:
Revenue Growth
Revenue for the year increased to £141,282 (2023: £2,516), primarily driven by the acquisition of projects in Livonia during 2024. The revenue growth is expected to continue as the newly acquired assets mature and generate stable rental income.
Administrative Expenses
Administrative expenses totalled £902,463 (2023: £880,115). While overall costs remained stable, there was a slight increase, reflecting the costs incurred in relation to the Livonia acquisition and the Group’s continued focus on cost management.
Finance Income
Finance income increased to £19,950 (2023: £1,657), primarily due to higher bank interest receivable on cash balances held by the Group.

Page 1

 
SG ROCKS (UK) LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Outlook

The Group remains focused on strategic property acquisitions, active asset management, and development to enhance long-term value. The investments made in 2024, particularly in Livonia and Bevis Marks, position the Group well for future revenue growth and capital appreciation. 

Principal risks and uncertainties
 
Market Risk
The Group’s core business of property investment and development is inherently exposed to market risk. Fluctuations in property prices, interest rates, and overall economic conditions can significantly impact the fair value of assets and financial performance. Mitigation strategy: The Group carefully selects investment locations, diversifies its portfolio, and actively monitors market trends to make data-driven investment decisions.
Development Risks
The Group engages in property development projects, which exposes it to construction delays, cost overruns, and planning consent risks. Any of these factors could impact the profitability and timing of project completions.
Mitigation strategy: The Group adopts a rigorous project management approach, engages experienced contractors, and ensures contingency planning for financial and regulatory hurdles. The Group also conducts comprehensive due diligence before committing to development projects.
Operational Risks
Operational risks include challenges in property management, tenant relations, technology systems, and project execution. Poor execution in any of these areas could affect efficiency, customer satisfaction, and profitability.
Mitigation strategy: The Group ensures strong governance, experienced management, and regular operational reviews. Additionally, investments in technology and property maintenance improve operational efficiency and tenant experience.


This report was approved by the board and signed on its behalf.



G Deutsch
Director

Date: 22 May 2025

Page 2

 
SG ROCKS (UK) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the company is to invest in and manage real estate properties.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £741,111 (2023 - Loss £875,694).

Directors

The directors who served during the year were:

A N Biram 
G Deutsch 
H Himi 
O Kleinman (appointed 8 February 2024)
S Mandelbaum 
D D Morris (appointed 17 November 2024)

Political contributions

The group did not make any political donations in the current financial period.

Auditors

During the year Mazars resigned as auditors and BKL Audit LLP were appointed in their stead. The auditors, BKL Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Financial instruments

The financial risk management objectives and policies of the Group, including exposure to currency risk, credit risk, interest rate risk and liquidity risk are set out in note 3 to the financial statements. 

Directors indemnities

The company has made no qualifying third party indemnity payments for the benefit of its directors during the year.

Post year end events

The post year events are set out in note 22 of the financial statements.

Page 3

 
SG ROCKS (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, Directors' report and the consolidated financial statements, in accordance with applicable law.

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Future developments

The company plans to pursue further investment opportunities in real estate.

This report was approved by the board and signed on its behalf.
 



G Deutsch
Director

Date: 22 May 2025
Page 4

 
SG ROCKS (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SG ROCKS (UK) LIMITED
 

Opinion


We have audited the financial statements of SG Rocks (UK) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated statement of profit or loss and other comprehensive incomethe Consolidated statement of financial position, the Company Statement of financial positionthe Consolidated statement of cash flows, the Company Statement of cash flowsthe Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 18 - 26. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion:

the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdomand

the financial statements 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 Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Conclusions relating to going concern


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 Group's or the Parent 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.

Page 5

 
SG ROCKS (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SG ROCKS (UK) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual report, other than the financial statements and our auditors' report thereon.  The directors are responsible for the other information contained within the Annual reportOur 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. 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 course of 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.

Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Group strategic report and the Directors' report 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the Parent Company 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.


Responsibilities of directors

As explained more fully in the directors' responsibilities statement on page 4, 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 is 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

 
SG ROCKS (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SG ROCKS (UK) LIMITED (CONTINUED)


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 an auditors' report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Enquiring of management around actual and potential litigation and claims;
Reviewing minutes of meetings of those charged with governance
Reviewing financial statement disclosures and testing to supporting documents with applicable laws and regulations
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for 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.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
 
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.
Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
 
Page 7

 
SG ROCKS (UK) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SG ROCKS (UK) LIMITED (CONTINUED)


Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely responsible
for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

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 auditors' report.

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 an auditors' report 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.




 
 
Myfanwy Neville FCA (Senior statutory auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants & Statutory Auditor
  
35 Ballards Lane
London
N3 1XW

22 May 2025
Page 8

 
SG ROCKS (UK) LIMITED
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024


12 Months to 31 December 2024
9 month period to 31 December 2023
Note
£
£

  

Revenue
 7 
141,282
2,516

  

Other operating income
  
120
248

Administrative expenses
 8 
(902,463)
(880,115)

Loss from operations
  
(761,061)
(877,351)

Finance income
 9
19,950
1,657

Loss on ordinary activities before taxation
  
(741,111)
(875,694)

  

Tax on loss on ordinary activities
 10 
-
-

Loss for the year
  
(741,111)
(875,694)


Loss on ordinary activities after taxation
  
(741,111)
(875,694)

Total comprehensive loss for the year attributable to:
  

Owners of the parent
  
(732,350)
(867,414)

Non-controlling interests
 11 
(8,761)
(8,280)

  
(741,111)
(875,694)



The notes on pages 18 to 41 form part of these financial statements.

Page 9

 
SG ROCKS (UK) LIMITED
REGISTERED NUMBER: 14687640
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£


Assets

Non-current assets
  

Investment property
 12 
20,907,757
4,921,416

Current assets
  

Trade and other receivables
 13 
7,395,199
153,790

Cash and cash equivalents
 14 
5,384,982
937,242

  
12,780,181
1,091,032

  

Total assets

  

33,687,938
6,012,448

Liabilities

Loans and borrowings
 15 
(1,314,818)
-

  
(1,314,818)
-

Current liabilities
  

Trade and other liabilities
 16 
(12,659,695)
(1,307,987)

  
(12,659,695)
(1,307,987)

  

Total liabilities
  
(13,974,513)
(1,307,987)

  

Net assets
  
19,713,425
4,704,461
Page 10

 
SG ROCKS (UK) LIMITED
REGISTERED NUMBER: 14687640
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£


Issued capital and reserves attributable to owners of the parent
  

Share capital
 17 
2,067,390
517,388

Share premium reserve
  
18,606,490
4,656,492

Retained earnings
  
(1,599,764)
(867,414)

  
19,074,116
4,306,466

  

Non-controlling interest
 11 
639,309
397,995

TOTAL EQUITY
  
19,713,425
4,704,461

The financial statements on pages 9 to 41 were approved and authorised for issue by the board of directors and were signed on its behalf by:





G Deutsch
Director

Date: 22 May 2025

Page 11

 
SG ROCKS (UK) LIMITED
REGISTERED NUMBER: 14687640
 
 
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024


2024
2023
Note
£
£

Assets

Non-current assets
  

Other non-current investments
 19 
4,718,850
1,218,750

Current assets
  

Trade and other receivables
 13 
21,367,274
2,906,288

Cash and cash equivalents
 14 
3,341,133
318,728

  
24,708,407
3,225,016

Total assets

  

29,427,257
4,443,766

Liabilities

Non-current liabilities
  

Current liabilities
  

Trade and other liabilities
 16 
(10,297,987)
(112,459)

Net assets
  
19,129,270
4,331,307


Issued capital and reserves
  

Share capital
 17 
2,067,390
517,388

Share premium reserve
  
18,606,490
4,656,492

Retained earnings
  
(1,544,610)
(842,573)

TOTAL EQUITY
  
19,129,270
4,331,307

The  financial statements on pages 9 to 41 were approved and authorised for issue by the board of directors and were signed on its behalf by:





G Deutsch
Director

Date: 22 May 2025

Page 12
 


 
SG ROCKS (UK) LIMITED


 
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Share capital
Share premium
Retained earnings
Total attributable to equity holders of parent
Non-controlling interest
Total equity


£
£
£
£
£
£

At 1 January 2023
-
-
-
-
-
-

Loss for the year
-
-
(867,414)
(867,414)
(8,280)
(875,694)

Total comprehensive income for the year
-
-
(867,414)
(867,414)
(8,280)
(875,694)

Issue of share capital
517,388
4,656,492
-
5,173,880
-
5,173,880

Change in minority interest arising on acquisitions
-
-
-
-
406,275
406,275

517,388
4,656,492
-
5,173,880
406,275
5,580,155

At 31 December 2023
517,388
4,656,492
(867,414)
4,306,466
397,995
4,704,461

At 1 January 2024
517,388
4,656,492
(867,414)
4,306,466
397,995
4,704,461

Loss for the year
-
-
(732,350)
(732,350)
(8,761)
(741,111)

Total comprehensive income for the year
-
-
(732,350)
(732,350)
(8,761)
(741,111)

Issue of share capital
1,550,002
13,949,998
-
15,500,000
-
15,500,000

Change in minority interest arising on acquisitions
-
-
-
-
250,075
250,075

1,550,002
13,949,998
-
15,500,000
250,075
15,750,075

At 31 December 2024
2,067,390
18,606,490
(1,599,764)
19,074,116
639,309
19,713,425
Page 13

 


 
SG ROCKS (UK) LIMITED


 
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Page 14
 
SG ROCKS (UK) LIMITED

 
 
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Share capital
Share premium
Retained earnings
Total equity


£
£
£
£

At 1 January 2023
-
-
-
-

Loss for the year
-
-
(842,573)
(842,573)

Total comprehensive income for the year
-
-
(842,573)
(842,573)

Issue of share capital
517,388
4,656,492
-
5,173,880

517,388
4,656,492
-
5,173,880

At 31 December 2023
517,388
4,656,492
(842,573)
4,331,307

At 1 January 2024
517,388
4,656,492
(842,573)
4,331,307

Loss for the year
-
-
(702,037)
(702,037)

Total comprehensive income for the year
-
-
(702,037)
(702,037)

Issue of share capital
1,550,002
13,949,998
-
15,500,000

1,550,002
13,949,998
-
15,500,000

At 31 December 2024
2,067,390
18,606,490
(1,544,610)
19,129,270

Page 15

 
SG ROCKS (UK) LIMITED

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(741,111)
(875,694)

Adjustments for
  

Finance income
  
(19,950)
(1,657)

  
(761,061)
(877,351)

Movements in working capital:
  

Increase in trade and other receivables
  
(519,410)
(153,790)

Increase in trade and other payables
  
1,095,007
1,307,987

Cash generated from operations
  
(185,464)
276,846

  

Net cash (used in)/from operating activities

  
(185,464)
276,846

Cash flows from investing activities
  

Payments for investment property
 12 
(22,708,341)
(4,921,416)

Interest received
  
19,950
1,657

Net cash used in investing activities

  
(22,688,391)
(4,919,759)

Cash flows from financing activities
  

Issue of ordinary shares
  
15,750,075
5,580,155

Proceeds from shareholders' loan
  
10,256,702
-

Proceeds from bank borrowings
  
1,314,818
-

Net cash from financing activities
  
27,321,595
5,580,155

Net increase in cash and cash equivalents
  
4,447,740
937,242

  

Cash and cash equivalents at the beginning of year
  
937,242
-

Cash and cash equivalents at the end of the year
 14 
5,384,982
937,242

Page 16

 
SG ROCKS (UK) LIMITED

 
 
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023
Note
£
£

Cash flows from operating activities
  

Loss for the year
  
(702,037)
(842,573)

Adjustments for
  

  
(702,037)
(842,573)

Movements in working capital:
  

Increase in trade and other receivables
  
(125,758)
(38)

(Decrease)/increase in trade and other payables
  
(71,174)
112,459

Cash generated from operations
  
(898,969)
(730,152)

  

Net cash used in operating activities

  
(898,969)
(730,152)

Cash flows from investing activities
  

Payments to acquire investments
  
(3,500,100)
(1,218,750)

Repayments by related parties
  
(18,335,228)
(2,906,250)

Net cash used in investing activities

  
(21,835,328)
(4,125,000)

Cash flows from financing activities
  

Issue of ordinary shares
  
15,500,000
5,173,880

Proceeds from shareholders' loan
  
10,256,702
-

Net cash from financing activities
  
25,756,702
5,173,880

Net increase in cash and cash equivalents
  
3,022,405
318,728

  

Cash and cash equivalents at the beginning of year
  
318,728
-

Cash and cash equivalents at the end of the year
 14 
3,341,133
318,728

The notes on pages 18 to 41 form part of these financial statements.

Page 17

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies


1.1

Basis of preparation

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. 


1.2

Changes in accounting policies

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. 

 
Page 18

 
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. 
Page 19

 
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.

 
1.3

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Statement of Profit or Loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.


 
Page 20

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.3
Basis of consolidation (continued)

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.


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 existing subsidiaries

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.


1.4

First Time adoption of IFRS

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

 
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.


1.5

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group and Company will continue in operational existence for the foreseeable future which is defined as twelve months from the date of approval of these financial statements.
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.

Page 22

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.6

Revenue

Revenue comprises the fair value of the consideration received or receivable in respect of rental income from operating leases, net of VAT, discounts and other similar allowances.


Rental income from operating leases is accounted for under IFRS 16 on a straight-line basis over the term
of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The company’s revenue arose wholly within the United Kingdom.


1.7

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
1.8

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.


(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Page 23

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.8
Taxation (continued)


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The directors of the Group reviewed the Group's investment property portfolios and concluded that none of the Group's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted.

International tax reform - Pillar Two model rules

The Group has applied the mandatory exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes (i.e. income taxes arising from the jurisdictional implementation of OECD’s Pillar Two Model Rules).

Page 24

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
1.9

Investment property

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, the Group's investment properties under construction are measured at cost until the construction works are complete and the fair value of the properties can be reliably measured in accordance with IAS 40.
Following completion of works, the Group will measure its investment property under the fair value model. 

An investment property is recognised upon the completion of the underlying transaction, once beneficial interests in the underlying asset have transferred.
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.


1.10

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 
1.11

Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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.

Page 25

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)


1.12

Non-controlling interests

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.


2.


Functional and presentation currency

These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.


3.


Financial instruments risk management objectives and policies

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.



 
Page 26

 
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.


4.


Employees

The average number of persons employed by the company during the year, including directors was 9 (2023: 7)


5.


Accounting estimates and judgments

5.1 Judgements

Critical Judgements

In the application of the Goup's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 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. 

Page 27

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.Accounting estimates and judgments (continued)


5.2 Key sources of estimation uncertainty

Valuation of investment property

Investment property under construction is held at cost. In assessing the net realisable value of the investment properties, the fair value of the completed property was estimated. Fair value measurement of investment property utilises market observable inputs as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the “fair value hierarchy”):
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.


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees charged by the company auditors for group audit and consol
18,750
15,000


Fees charged by the company auditros for other services
12,250
-

Fees charged by auditors of the subsidiary companies for audit
15,000
11,000

Accounts preparation and Taxation compliance services
8,850
13,600

All non-audit services not included above
750
-


7.


Revenue


The following is an analysis of the Group's revenue for the year from continuing operations:


2024
2023
£
£


Rental income
141,282
2,516

Page 28

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Expenses by nature

2024
2023
£
£


Other expenses
853
24

Management Fees
677,292
640,207

Professional Fees
415,026
239,485

Insurance
793
-


1,093,964
879,716


9.


Finance income and expense

Recognised in profit or loss


2024
2023
£
£
Bank interest receivable
19,950
1,657




Page 29

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Tax expense

10.1 Income tax recognised in profit or loss



The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:


2024
2023
£
£


Loss for the year
(741,111)
(875,694)

Loss before income taxes
(741,111)
(875,694)


Loss on ordinary activities before tax multiplied by the standard rate of corporation tax in the United Kingdom 25% (2023: 24.31%)
(233,153)
(212,881)

Expenses not deductible for tax purposes
5,233
47,646

Capital allowances for the year in excess of depreciation
(163,598)
(112,626)

Loss carried forward
391,518
282,353

Remeasurement of deferred tax for changes in tax rates
-
(4,492)

Total tax expense
-
-

Factors that may affect future tax charges
The group has tax losses of £1,566,073 available for use against future profits. Due to the uncertainty attached to when these losses can be utilised, no deferred tax asset has been recognised in the financial statements. 


11.


Non-controlling interests

2024
2023
£
£


Balance at beginning of the year
397,995
-

Share of loss/profit for the year
(8,761)
(8,280)

Acquisition of interest in subsidiaries
250,075
406,275

639,309
397,995

Page 30

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Investment property

Group

(i) Non-current assets under construction


2024
2023
£
£


Opening balance
4,921,416
-

Purchases
15,986,341
4,921,416

20,907,757
4,921,416

There was no fair value adjustment in the the current and prior year due to the properties being under construction.
 
The above balance comprises of two properties under development in London and carried at cost of £20,907,757 (2023: £4,921,416). As the fair value could not be reliably measured due to zoning permissions in that market, management has assessed the properties for impairment and concluded that the carrying amount is not impaired.

(ii) Operating lease arrangements

2024
2023
£
£


Within one year
-
16,008


(iii) Items of income and expense

Investment properties are either leased to third parties on operating leases or are vacant.


2024
2023
£
£


Rental income
141,282
2,516

Direct operating expenses from property that did not generate rental income
(277,204)
(37,294)

Page 31

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Trade and other receivables



Group

2024
2023
£
£


Trade receivables
-
18,195

Receivables from related parties
-
5,604

Prepayments and accrued income
411,077
76,627

Other receivables
6,984,120
53,364

Total trade and other receivables
7,395,198
153,790


Company

2024
2023
£
£


Receivables from related parties
21,241,478
2,906,250

Prepayments and accrued income
119,099
-

Other receivables
6,697
38

Total trade and other receivables
21,367,274
2,906,288

Terms and conditions for receivables from related parties can be found in note 21.


14.

Cash and cash equivalents

Group


2024
2023
£
£


Cash at bank available on demand
5,384,982
937,242

Cash and cash equivalents in the statement of cash flows
5,384,982
937,242

The cash and cash equivalents balance is identical to the amount presented in the statement of financial position.

Page 32

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Loans and borrowings


Group

2024
2023
£
£

Non-current

Bank loans - secured
1,314,818
-

Amount payable bear interest at a rate of 2.90% per annum above the base rate. 
 
The loan is repayable by 5 December 2027. The borrower may, with lender approval and on satisfaction of customary extension conditions, elect to extend the termination date by one year on up to two occasions.
The loans are secured against one of the Group's properties.
The proceeds from the loan is £1,314,818 have been included in the consolidated statement of cash flows.


16.


Trade and other payables



Group

2024
2023
£
£


Current

Trade payables
211,691
126,105

Payables to related parties
1,921,721
986,750

Other payables
10,256,702
-

Accruals
265,436
190,858

Deferred income
4,146
4,274

Total current trade and other payables
12,659,696
1,307,987

Page 33

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Company

2024
2023
£
£


Current

Other payables
10,256,702
-

Accruals
41,285
112,459

Total current trade and other payables
10,297,987
112,459

17.


Share capital

Authorised

2024
2024
2023
2023
Number
£
Number
£

Shares treated as equity
Ordinary A shares of £0.10 each

3,290,258

329,026

823,426
 
82,343
 
Ordinary B shares of £0.10 each

3,794,367

379,437

949,585
 
94,959
 
Ordinary C shares of £0.10 each

2,439,232

243,923

610,448
 
61,045
 
Ordinary D shares of £0.10 each

813,079

81,308

203,483
 
20,348
 
Preferred A shares of £0.10 each

3,290,259

329,026

823,424
 
82,342
 
Preferred B shares of £0.10 each

3,794,369

379,437

949,585
 
94,959
 
Preferred C shares of £0.10 each

2,439,258

243,926

610,447
 
61,045
 
Preferred D shares of £0.10 each

813,077

81,308

203,482
 
20,348
 
20,673,899

2,067,391

5,173,880
 
517,389
 

Issued and fully paid

2024
2024
2023
2023
Number
£
Number
£

Ordinary A shares of £0.10 each

At 1 January

823,426

82,343

-
 
-
 
Shares issued

2,466,832

246,683

823,426
 
82,343
 
At 31 December
3,290,258

329,026

823,426
 
82,343
 

Page 34

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.Share capital (continued)

2024
2024
2023
2023
Number
£
Number
£

Ordinary B shares of £0.10 each

At 1 January

949,585

94,959

-
 
-
 
Shares issued

2,844,782

284,478

949,585
 
94,959
 
At 31 December
3,794,367

379,437

949,585
 
94,959
 

2024
2024
2023
2023
Number
£
Number
£

Ordinary C shares of £0.10 each

At 1 January

610,448

61,045

-
 
-
 
Shares issued

1,828,784

182,878

610,448
 
61,045
 
At 31 December
2,439,232

243,923

610,448
 
61,045
 

2024
2024
2023
2023
Number
£
Number
£

Ordinary D shares of £0.10 each

At 1 January

203,483

20,348

-
 
-
 
Shares issued

609,596

60,960

203,483
 
20,348
 
At 31 December
813,079

81,308

203,483
 
20,348
 

2024
2024
2023
2023
Number
£
Number
£

Preferred A shares of £0.10 each

At 1 January

823,424

82,342

-
 
-
 
Shares issued

2,466,835

246,684

823,424
 
82,342
 
At 31 December
3,290,259

329,026

823,424
 
82,342
 

Page 35

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.Share capital (continued)

2024
2024
2023
2023
Number
£
Number
£

Preferred B shares of £0.10 each

At 1 January

949,585

94,959

-
 
-
 
Shares issued

2,844,784

284,478

949,585
 
94,959
 
At 31 December
3,794,369

379,437

949,585
 
94,959
 

2024
2024
2023
2023
Number
£
Number
£

Preferred C shares of £0.10 each

At 1 January

610,447

61,045

-
 
-
 
Shares issued

1,828,811

182,881

610,447
 
61,045
 
At 31 December
2,439,258

243,926

610,447
 
61,045
 

2024
2024
2023
2023
Number
£
Number
£

Preferred D shares of £0.10 each

At 1 January

203,482

20,348

-
 
-
 
Shares issued

609,595

60,960

203,482
 
20,348
 
At 31 December
813,077

81,308

203,482
 
20,348
 

Page 36

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Reserves


Share premium

Share premium reserve represents the excess consideration the Group received from issuing shares at a value higher than the shares' nominal value. This reserve is not distributable.

Profit and loss account

The profit and loss account represents the Group's cumulative profits and losses net of dividends. This reserve is distributable.


19.


Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary

Principal activity
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Group (%)



2024
2023








1Bevis Investments
Holdings Limited

Real estate investment and management

101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH
 
75

75

2Bevis Rocks Limited

Real estate investment and management

101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH
 
75

75

3York House Investment Holdings Limited

Real estate investment and management

C/O Freeths LLP Routeco Office Park, Davy Avenue, Knowlhill, Milton Keynes, Buckinghamshire, United Kingdom, MK5 8HJ
 
100

-

4LV3 Limited

Real estate investment and management

101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH
 
93

-

5Livonia Investments Limited

Real estate investment and management

101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH
 
93

-


Page 37
 


 
SG ROCKS (UK) LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Financial instruments - fair values and risk management

20.1 Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.


Carrying amount
31 December 2024
Note
Amortised cost
Total


        £
        £

Financial assets measured at amortised cost


  

 


Trade and other receivables

 13 

7,184,381

7,184,381

Cash and cash equivalents

 14 

5,384,982

5,384,982



  


12,569,363
12,569,363
Financial liabilities measured at amortised cost


  




Trade and other payables

 16 

12,851,196

12,851,196

Loans and borrowings

 15 

1,314,818

1,314,818



  


14,166,014
14,166,014

Page 38

 


 
SG ROCKS (UK) LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.Financial instruments - fair values and risk management (continued)


20.1 Accounting classifications and fair values (continued)


Carrying amount
31 December 2023
Note
Amortised cost
Total


        £
        £

Financial assets measured at amortised cost


  

 


Trade and other receivables

 13 

100,464

100,464

Cash and cash equivalents

 14 

937,242

937,242



  


1,037,706
1,037,706
Financial liabilities measured at fair value


  




Trade and other receivables

 16 

1,302,383

1,302,383



  


1,302,383
1,302,383

Page 39
 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Related party transactions

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.


22.


Capital management

For the purpose of the Group’s capital management, capital comprises issued capital, share premium, and all other equity reserves attributable to the equity holders of the parent. The primary objective of capital management is to maximize shareholder value. The Group continuously manages its capital structure and adjusts based on changes in economic conditions and the requirements of its financial covenants. To maintain or adjust its capital structure, the Group may alter dividend payments, return capital to shareholders, or issue new shares.

The Group's key capital management strategy is to ensure that the value of external loans is lower than 75% of the value of the investment properties portfolio.

The loan to value at 31 December 2024 and 31 December 2023 were as follows:

2024
2023
£
£


External 3rd party debt
1,314,818
-


Property values
20,907,757
4,921,416

Total loan to value ratio
6% 
-% 


23.

Events after the reporting date


Group

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

 
SG ROCKS (UK) LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Financial commitments

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.


25.


Controlling party

There is no controlling party.

Page 41