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Registered number: 12111089









ROWHILL WOOD CAPITAL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED  31 DECEMBER 2024

 
ROWHILL WOOD CAPITAL LIMITED
 
 
COMPANY INFORMATION


Directors
S D Lawton 
J Y Lawton 




Registered number
12111089



Registered office
Unit K1-K2 Temple Court
Knight Road

Strood

Rochester

Kent

ME2 2LT




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
ROWHILL WOOD CAPITAL LIMITED
 

CONTENTS



Page
Group strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14 - 15
Notes to the financial statements
 
16 - 28


 
ROWHILL WOOD CAPITAL LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their group strategic report to accompany the financial statements for the year ended 31 December 2024.

Business review
 
The group operates within a specialised market providing the design, installation and on-going maintenance of controlled environment facilities.
We are committed to providing a high quality service and to the building of long term relationships with our clients.
Whilst turnover reduced, margin and profitability remained strong in a competitive market.
We have maintained our competitive edge by building relationships with clients whilst monitoring our supply chain to ensure the costs of inputs are minimised and the company is able to tender competitively.
Clean Room Construction continues to invest in the development of both its personnel and infrastructure.
The directors consider that the outlook for 2025 will remain competitive. Whilst the indications are that the market remains buoyant there continues to be economic pressure as prices increase.

Principal risks and uncertainties
 
The market for our services remains competitive with both smaller businesses and larger companies competing on price.
Whilst we will continue to compete on price we will concentrate on projects where our expertise, experience and size allows us to maximise our opportunities.
We will continue to monitor new and existing customer accounts and payment patterns in order to minimise our exposure to bad debt.
The company has significant cash assets and no debt so is not exposed to any interest rate risks.

Financial key performance indicators
 
Given the straight forward nature of the business the directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.


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



S D Lawton
Director

Date: 3 June 2025

Page 1

 
ROWHILL WOOD CAPITAL 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.

Directors' responsibilities statement

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

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

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

Principal activity

The principal activity of the group continued to be that of the design,manufacture and construction of controlled contamination rooms,buildings and equipment.

Results and dividends

The profit for the year, after taxation, amounted to £668,996 (2023 - £1,781,562).

The group voted dividends for the year of £97,500 (2023 - £486,500).

Directors

The directors who served during the year were:

S D Lawton 
J Y Lawton 

Future developments

The directors continue to seek new projects and operations to continue the growth of the business.

Page 2

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





S D Lawton
Director

Date: 3 June 2025

Page 3

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROWHILL WOOD CAPITAL LIMITED
 

Opinion


We have audited the financial statements of Rowhill Wood Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 4

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROWHILL WOOD CAPITAL 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.


Page 5

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROWHILL WOOD CAPITAL LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROWHILL WOOD CAPITAL 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 Group 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:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and      other management, and from our commercial knowledge and experience of the sector that the company operates in;
• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006;
• We assessed the extent of compliance with the laws and regulations identified above through making   enquiries of management, reviewing board minutes, relevant correspondence and certificates held; and
• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non   compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
• Making enquires of management and the board as to where they consider there was susceptibility to fraud along with their knowledge of actual, suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
• Our review of financial statements and testing the disclosures against supporting documentation.
Page 7

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROWHILL WOOD CAPITAL LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls we:
• Performed analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspected and tested journal entries to identify unusual or unexpected transactions;
• Assessed whether judgement and assumptions made in determining significant accounting estimates,  including revaluations of tangible fixed assets and the useful economic life of tangible fixed assets, were indicative of management bias; and
• Investigated the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 2006Our 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.





Mario Cientanni (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

4 June 2025
Page 8

 
ROWHILL WOOD CAPITAL LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
5,566,890
10,933,939

Cost of sales
  
(4,175,025)
(6,066,814)

Gross profit
  
1,391,865
4,867,125

Administrative expenses
  
(1,065,032)
(2,548,707)

Operating profit
 5 
326,833
2,318,418

Interest receivable and similar income
 9 
281,989
178,046

Interest payable and similar expenses
  
(15,747)
-

Profit before taxation
  
593,075
2,496,464

Tax on profit
 11 
75,921
(714,902)

Profit for the financial year
  
668,996
1,781,562

Profit for the year attributable to:
  

Owners of the parent company
  
668,996
1,781,562

  
668,996
1,781,562

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 28 form part of these financial statements.

Page 9

 
ROWHILL WOOD CAPITAL LIMITED
REGISTERED NUMBER: 12111089

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
As restated 2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
252,013
211,612

  
252,013
211,612

Current assets
  

Stocks
 14 
34,899
149,189

Debtors: amounts falling due within one year
 15 
1,588,284
1,808,869

Current asset investments
 16 
1,837,166
1,359,560

Cash at bank and in hand
 17 
4,009,108
6,761,263

  
7,469,457
10,078,881

Creditors: amounts falling due within one year
 18 
(870,849)
(4,011,368)

Net current assets
  
 
 
6,598,608
 
 
6,067,513

Total assets less current liabilities
  
6,850,621
6,279,125

Provisions for liabilities
  

Other provisions
 19 
(166,600)
(166,600)

Net assets
  
6,684,021
6,112,525


Capital and reserves
  

Called up share capital 
 20 
44
44

Profit and loss account
  
6,683,977
6,112,481

  
6,684,021
6,112,525


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S D Lawton
Director

Date: 3 June 2025

The notes on pages 16 to 28 form part of these financial statements.

Page 10

 
ROWHILL WOOD CAPITAL LIMITED
REGISTERED NUMBER: 12111089

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
8,000,800
8,000,800

  
8,000,800
8,000,800

Current assets
  

Debtors: amounts falling due within one year
 15 
3,039,419
1,015,571

Cash at bank and in hand
 17 
300
300

  
3,039,719
1,015,871

Creditors: amounts falling due within one year
 18 
(40,475)
(16,627)

Net current assets
  
 
 
2,999,244
 
 
999,244

Total assets less current liabilities
  
11,000,044
9,000,044

  

  

Net assets
  
11,000,044
9,000,044


Capital and reserves
  

Called up share capital 
 20 
44
44

Merger reserve
  
8,000,000
8,000,000

Profit and loss account
  
3,000,000
1,000,000

  
11,000,044
9,000,044


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


S D Lawton
Director

Date: 3 June 2025

The notes on pages 16 to 28 form part of these financial statements.

Page 11

 
ROWHILL WOOD CAPITAL LIMITED
 

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


Called up share capital
Profit and loss account
Equity attributable to owners of parent company
Total equity

£
£
£
£

At 1 January 2024
44
6,112,481
6,112,525
6,112,525



Profit for the year
-
668,996
668,996
668,996

Dividends: Equity capital
-
(97,500)
(97,500)
(97,500)


At 31 December 2024
44
6,683,977
6,684,021
6,684,021



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


Called up share capital
Profit and loss account
Equity attributable to owners of parent company
Total equity

£
£
£
£

At 1 January 2023
44
4,817,419
4,817,463
4,817,463



Profit for the year
-
1,781,562
1,781,562
1,781,562

Dividends: Equity capital
-
(486,500)
(486,500)
(486,500)


At 31 December 2023
44
6,112,481
6,112,525
6,112,525


The notes on pages 16 to 28 form part of these financial statements.

Page 12

 
ROWHILL WOOD CAPITAL LIMITED
 

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


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
44
8,000,000
1,000,000
9,000,044



Profit for the year
-
-
2,097,500
2,097,500

Dividends: Equity capital
-
-
(97,500)
(97,500)


At 31 December 2024
44
8,000,000
3,000,000
11,000,044



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


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
44
8,000,000
-
8,000,044



Profit for the year
-
-
1,486,500
1,486,500

Dividends: Equity capital
-
-
(486,500)
(486,500)


At 31 December 2023
44
8,000,000
1,000,000
9,000,044


The notes on pages 16 to 28 form part of these financial statements.

Page 13

 
ROWHILL WOOD CAPITAL LIMITED
 

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

2024
As restated 2023
£
£

Cash flows from operating activities

Profit for the financial year
668,996
1,781,562

Adjustments for:

Depreciation of tangible assets
104,249
109,826

(Profit) on disposal of tangible assets
(43,161)
(27,632)

Interest paid
15,747
-

Interest received
(281,989)
(178,046)

Taxation charge
(75,921)
714,902

Decrease/(increase) in stocks
114,290
(72,194)

Decrease in debtors
295,517
3,197,152

(Decrease) in creditors
(2,607,201)
(2,884,830)

Corporation tax (paid)
(532,329)
(754,810)

Net cash generated from operating activities

(2,341,802)
1,885,930


Cash flows from investing activities

Purchase of tangible fixed assets
(153,452)
(122,900)

Sale of tangible fixed assets
51,963
53,959

Current asset investments
(477,606)
(1,359,560)

Interest received
281,989
178,046

Net cash from investing activities

(297,106)
(1,250,455)
Page 14

 
ROWHILL WOOD CAPITAL LIMITED
 

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


2024
2023

£
£



Cash flows from financing activities

Dividends paid
(97,500)
(486,500)

Interest paid
(15,747)
-

Net cash used in financing activities
(113,247)
(486,500)

Net (decrease)/increase in cash and cash equivalents
(2,752,155)
148,975

Cash and cash equivalents at beginning of year
6,761,263
6,612,288

Cash and cash equivalents at the end of year
4,009,108
6,761,263


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,009,108
6,761,263

4,009,108
6,761,263


The notes on pages 16 to 28 form part of these financial statements.

Page 15

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Rowhill Wood Capital Limited is a private company limited by shares and incorporated in England and
Wales. The address of the registered office is Unit K1-K2 Temple Court, Knight Road, Strood, Rochester,
Kent, ME2 2LT. The principal activity of the company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. .

Therefore, the group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 16

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 17

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the group in independently administered funds.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the group operate and generate income.


 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Freehold property is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets    less their residual value over their estimated useful lives, on the following basis.


Leasehold improvement
-
20%
straight line
Plant and machinery
-
33%
straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
33%
straight line
Office equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

Page 19

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate    can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of        the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
 
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.17

Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.19

Long-term contracts and work in progress

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed    with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion      of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

Page 20

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The directors have made estimates and assumptions regarding work in progress and cost accruals on long-term contract work and also on other provisions. These estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant and reviewed on an ongoing basis. The amounts have been recognised in the year ended 31 December 2024 as listed below:
Work in progress - £34,474 (2023- £148,764)
Contract cost accrual - £117,807 (2023 - £265,103)
Rectification provision (contracts) - £96,600 (2023- £96,600)
Dilapidation provision (property) - £70,000 (2023- £70,000


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
5,560,680
10,553,999

Rest of Europe
6,210
379,940

5,566,890
10,933,939



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
104,249
109,828

Exchange differences
1,029
40,769

Defined contribution pension cost
243,969
333,336


6.


Auditors' remuneration

During the year, the group obtained the following services from the company's auditors:


2024
2023
£
£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
15,000
15,000


Fees payable to the group's auditor and its associates in respect of all other services were £19,348 (2023: £22,259).




Page 21

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


group
group
2024
2023
£
£


Wages and salaries
1,342,215
2,312,924

Social security costs
151,075
282,845

Cost of defined contribution scheme
243,969
333,336

1,737,259
2,929,105


The average monthly number of employees, including the directors, during the year was as follows:



group
group
company
company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Employees
25
25
2
2


8.


Directors remuneration

During the year remuneration was paid to directors of £6,396 (2023: £6,400). 
During the year retirement benefits were accruing to 2 directors (2023: 2) in respect of defined contribution pension schemes. Company contributions in the year were £70,740 (2023: £68,032)


9.


Interest receivable

2024
2023
£
£


Other interest receivable
281,989
178,046

281,989
178,046


10.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
15,747
-

15,747
-

Page 22

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(75,921)
590,235

Adjustments in respect of previous periods
-
124,667


Total current tax
(75,921)
714,902

Deferred tax

Total deferred tax
-
-


Tax on profit/(loss)
(75,921)
714,902

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%/19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
593,075
2,496,464


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%/19%)
148,268
587,182

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(232,399)
(158)

Capital allowances for year less than/(in excess) of depreciation
14,224
9,710

Adjustments to tax charge in respect of prior periods
-
124,667

(Profit)/Loss on disposal of fixed assets
(10,790)
(6,499)

Short-term timing difference leading to an increase (decrease) in taxation
4,776
-

Total tax charge for the year
(75,921)
714,902


Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 23

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Tangible fixed assets

group






Leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
64,814
62,294
469,688
12,191
56,290
665,277


Additions
-
-
146,970
5,877
605
153,452


Disposals
-
-
(131,844)
-
-
(131,844)



At 31 December 2024

64,814
62,294
484,814
18,068
56,895
686,885



Depreciation


At 1 January 2024
64,814
57,577
276,643
5,910
48,721
453,665


Charge for the year on owned assets
-
2,075
93,536
4,162
4,476
104,249


Disposals
-
-
(123,042)
-
-
(123,042)



At 31 December 2024

64,814
59,652
247,137
10,072
53,197
434,872



Net book value



At 31 December 2024
-
2,642
237,677
7,996
3,698
252,013



At 31 December 2023
-
4,717
193,045
6,281
7,569
211,612

Page 24

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Fixed asset investments

company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
8,000,800



At 31 December 2024
8,000,800





Subsidiary undertaking


The following was a subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

Clean Room Construction Limited
Unit K1-K2                Temple Court          Knight Road             Rochester 
ME2 2LT
Ordinary
100%


14.


Stocks

group
group
2024
2023
£
£

Raw materials and consumables
425
425

Work in progress (goods to be sold)
34,474
148,764

34,899
149,189


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 25

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

group
group
company
company
2024
As restated 2023
2024
As restated 2023
£
£
£
£


Trade debtors
565,053
878,276
-
-

Amounts owed by group undertakings
-
-
3,039,375
1,015,527

Other debtors
941,113
861,902
44
44

Prepayments and accrued income
82,118
68,691
-
-

1,588,284
1,808,869
3,039,419
1,015,571



16.


Current asset investments

group
group
2024
2023
£
£

Unlisted investments
1,837,166
1,359,560

1,837,166
1,359,560



17.


Cash and cash equivalents

group
group
company
company
2024
 As restated 2023
2024
 As restated 2023
£
£
£
£

Cash at bank and in hand
4,009,108
6,761,263
300
300

4,009,108
6,761,263
300
300


Page 26

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Creditors: Amounts falling due within one year

group
group
company
company
2024
2023
2024
2023
£
£
£
£

Trade creditors
370,954
870,888
-
-

Corporation tax
-
529,039
-
-

Other taxation and social security
159,713
201,799
-
-

Other creditors
40,976
17,531
40,475
16,627

Accruals and deferred income
299,206
2,392,111
-
-

870,849
4,011,368
40,475
16,627



19.


Provisions


group






Dilapidation provision
Other provision 2
Total

£
£
£





At 1 January 2024
70,000
96,600
166,600



At 31 December 2024
70,000
96,600
166,600


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



66 (2023 - 66) "AA" Ordinary shares of £0.50 each
33
33
22 (2023 - 22) "BA" Ordinary shares of £0.50 each
11
11

44

44



21.


Pension commitments

The group operates defined contribution pension schemes, for the directors and certain employees.     The assets are held separately from those of the group in independently administered funds. The pension cost charge represents commitments payable by the group to the funds and amounts to £243,969 (2023: £333,336).

Page 27

 
ROWHILL WOOD CAPITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Commitments under operating leases

At 31 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


group
group
2024
2023
£
£

Land & Buildings

Not later than 1 year
33,600
33,600

Later than 1 year and not later than 5 years
30,800
64,400

64,400
98,000

group
group
2024
2023
£
£

Motor vehicles

Not later than 1 year
38,317
38,397

Later than 1 year and not later than 5 years
14,432
47,139

52,749
85,536


23.


Related party transactions

Included within other creditors due within one year are amounts owed to the directors of £39,675 (2023: £15,827). This amount is interest free if repayable upon demand.
Included within other debtors within one year is an amount due from a related company with a common director and shareholder amounting to £862,159 (2023: £861,320). The balance is interest-free and repayment on demand. An amount of £800 (2023: £800) is also owed to this company and is disclosed within creditors due within one year.


24.


Controlling party

The ultimate controlling party is S D Lawton Esq by virtue of his majority shareholding.

 
Page 28