REGISTERED NUMBER: 05603209 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ROSEWALL PROPERTIES LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mrs S Lahrie

L Mohamed

REGISTERED OFFICE:

113 Hoe Street

Walthamstow

London

E17 4RX

REGISTERED NUMBER:

05603209 (England and Wales)

ACCOUNTANTS:

AGK Partners

Chartered Accountants

1 Kings Avenue

London

N21 3NA

FIXED ASSETS

Property, plant and equipment

4

1,304

1,534

Investment property

5

37,983,000

37,983,000

37,984,304

37,984,534

CURRENT ASSETS

Inventories

2,000,000

2,000,000

Debtors

6

9,000

9,000

Cash at bank

101

160,058

2,009,101

2,169,058

CREDITORS

Amounts falling due within one year

7

79,839

5,462,855

NET CURRENT ASSETS/(LIABILITIES)

1,929,262

(3,293,797

)

TOTAL ASSETS LESS CURRENT LIABILITIES

39,913,566

34,690,737

CREDITORS

Amounts falling due after more than one year

8

(34,819,819

)

(29,140,894

)

PROVISIONS FOR LIABILITIES

10

(361,250

)

(361,250

)

NET ASSETS

4,732,497

5,188,593

CAPITAL AND RESERVES

Called up share capital

2

2

Retained earnings

11

4,732,495

5,188,591

4,732,497

5,188,593

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

L Mohamed - Director

1.	STATUTORY INFORMATION

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

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Significant judgements and estimates

In the application of the company's accounting policies, the director is 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 ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period. or in the period of the revision and future periods where the revision affects both current and future periods. There are no significant judgements or estimates involved in the preparation of the financial statements.

Turnover

Turnover comprises rental income derived from the leasing of properties under operating leases. Turnover is recognized in the profit and loss account on an accrual basis, in accordance with the terms of the rental agreements.

Rental income is recognized evenly over the term of the lease unless another systematic basis is more representative of the time pattern in which the benefit from the leased property is derived by the lessee. Turnover excludes value-added tax and other taxes collected on behalf of third parties.

Rental income received in advance is recognized as a liability in the balance sheet as deferred income. Where rental income is due but unpaid at the reporting date, it is recognized as a receivable within current assets, net of any provision for doubtful debts where applicable.

The company reviews the terms of all lease agreements to identify any contingent rental income and accounts for it separately based on the occurrence of the specified event or condition.

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings

15% reducing balance

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.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Investment property is measured at fair value at each reporting date. Fair value is determined based on market evidence, typically provided by a professional valuation conducted annually. Changes in fair value are recognized in the profit and loss account in the period in which they arise.

Rental income from investment property is accounted for as turnover on an accrual basis in accordance with the rental agreements.

Investment property is not depreciated but is revalued annually to reflect its fair value. Any gains or losses arising from changes in fair value are included in the profit and loss account for the period.

Stocks

Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Financial instruments

Basic financial assets and liabilities, which include debtors, creditors, cash and bank balances, are initially

measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

Any deferred tax balances are reversed if an when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company 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 Company becomes aware of the obligation, and are measured at the best estimate at the reporting 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 Statement of Financial Position.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

and

fittings

£

COST

At 1 January 2024

and 31 December 2024

15,810

DEPRECIATION

At 1 January 2024

14,276

Charge for year

230

At 31 December 2024

14,506

NET BOOK VALUE

At 31 December 2024

1,304

At 31 December 2023

1,534

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

and 31 December 2024

37,983,000

NET BOOK VALUE

At 31 December 2024

37,983,000

At 31 December 2023

37,983,000

Investment properties held by the company is stated at fair value. The director has independently carried out the valuation of the property as at the balance sheet date based on available market information and comparable property valuations.

The fair value determination does not include the services of an external valuer. However, the director believes that the valuation reflects an accurate and fair market value for the properties as of 31 December 2024.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

9,000

9,000

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

-

5,381,367

Other creditors

79,839

81,488

79,839

5,462,855

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans

29,140,894

29,140,894

Amounts owed to group undertakings

5,678,925

-

34,819,819

29,140,894

9.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Bank loan

29,140,894

29,140,894

Included within creditors falling due after more than one year is a balance of £29,140,894 (2023: £29,140,894). This liability is secured by a charge over the company’s property assets, comprising both fixed and floating charges, alongside a negative pledge.

10.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

Revaluation timing difference

361,250

361,250

Deferred

tax

£

Balance at 1 January 2024

361,250

Balance at 31 December 2024

361,250

11.

RESERVES

Included within retained earnings, is an undistributable element attributable to the unrealised gain on investment properties. This amount is adjusted for deferred tax and is presented as follows:

- The unrealised gain on investment properties, net of deferred tax provision, amounts to £1,083,750. (2023:

£1,083,750).

- A deferred tax provision of £361,250 (2023: £361,250) has been recognised in respect of these unrealised gains.

These unrealised gains on investment properties are retained within the reserves but are considered

non-distributable.

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

13.	ULTIMATE CONTROLLING PARTY