Roble Holdings Limited
Company Registration No. 11388301
(England and Wales)
Annual Report and
Unaudited Financial Statements
For the year ended 31 December 2024
Roble Holdings Limited
Company Information
Directors
J L Medina
T R D Poole
A K Fairclough
Secretary
Church Street Secretaries Limied
(resigned 10 September 2024)
Praxis Secretaries (UK) Limited
(appointed 10 September 2024)
Company number
11388301
Registered office
5th Floor
2 Copthall Avenue
London
United Kingdom
EC2R 7DA
Roble Holdings Limited
Contents
Page
Directors' Report
1 - 2
Statement of Comprehensive Income
3
Statement of Financial Position
4
Statement of Changes in Equity
5
Notes to the Financial Statements
6 - 11
Roble Holdings Limited
Directors' Report
For the year ended 31 December 2024
- 1 -
The Directors present their annual report and unaudited financial statements of Roble Holdings Limited (the “Company”) for the year ended 31 December 2024.
Statement of Directors' responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. The Directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards, including FRS 102 ("FRS 102") section 1A small entities and the UK Companies Act 2006. The financial statements are required to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
> select suitable accounting policies and then apply them consistently;
> make judgements and accounting estimates that are reasonable and prudent;
> state whether applicable accounting standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; and
> prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable the Directors to ensure that the financial statements comply with the UK Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
Principal activities
The principal activity of the Company continued to be that of investment holding.
Results and dividends
The Statement of Comprehensive Income for the year is set out on page 3.
Dividends paid for the year under review amounted to €12,125,000 (2023: €15,600,000).
Directors
The Directors who held office during the year and through to the date of signing of the financial statements were as follows:
J L Medina
T R D Poole
A K Fairclough
Company Secretary
The Company Secretary who held office to 10 September 2024 was Church Street Secretaries Limited. On this date, Praxis Secretaries (UK) Limited was appointed.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
Roble Holdings Limited
Directors' Report
For the year ended 31 December 2024
- 2 -
By order of the Board of Directors
Praxis Secretaries (UK) Limited
Secretary
Date:
21 May 2025
Roble Holdings Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
- 3 -
2024
2023
Notes
€
€
Turnover
4,429,730
211,774
Cost of sales
(348,541)
(279,002)
Gross profit/(loss)
4,081,189
(67,228)
Administrative expenses
(80,447)
(70,188)
Operating profit/(loss)
4,000,742
(137,416)
Investment income
26,295
Other gains and losses
5
(906,688)
2,827,697
Profit before taxation
3,120,349
2,690,281
Taxation
6
(816,973)
Profit for the financial year
2,303,376
2,690,281
The notes on pages 6 to 11 form part of these financial statements
Roble Holdings Limited
Statement of Financial Position
As at 31 December 2024
- 4 -
2024
2023
Notes
€
€
€
€
Non-current assets
Investments
7
21,043,052
29,692,039
Current assets
Debtors
9
121,661
Cash at bank and in hand
76,790
554,472
198,451
554,472
Current liabilities
Creditors: amounts falling due within one year
10
(836,919)
(20,303)
Net current (liabilities)/assets
(638,468)
534,169
Net assets
20,404,584
30,226,208
Capital and reserves
Share capital
11
2,594,381
2,594,381
Revaluation reserve
1,988,355
2,860,251
Capital redemption reserve
1,566,365
1,566,365
Other reserves
3,828,936
15,953,936
Retained earnings
10,426,547
7,251,275
Total equity
20,404,584
30,226,208
For the financial year ended 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the Board of Directors and authorised for issue on
and are signed on its behalf by:
........................................................
T R D Poole
Director
Company Registration No. 11388301
The notes on pages 6 to 11 form part of these financial statements
Roble Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2024
- 5 -
Share
Revaluation
Capital
Other
Retained
Total
capital
reserve
redemption reserve
reserves
earnings
Notes
€
€
€
€
€
€
Balance at 1 January 2023
2,594,381
21,276
1,566,365
31,553,936
7,399,969
43,135,927
Profit for the year
-
-
-
-
2,690,281
2,690,281
Capital returned
11
-
-
(15,600,000)
(15,600,000)
Transfer between reserves
-
2,838,975
-
-
(2,838,975)
-
Balance at 31 December 2023
2,594,381
2,860,251
1,566,365
15,953,936
7,251,275
30,226,208
Profit for the year
-
-
-
-
2,303,376
2,303,376
Dividends
11
-
-
(12,125,000)
(12,125,000)
Transfer between reserves
-
(871,896)
-
-
871,896
-
Balance at 31 December 2024
2,594,381
1,988,355
1,566,365
3,828,936
10,426,547
20,404,584
The notes on pages 6 to 11 form part of these financial statements
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
- 6 -
1
Company information
Roble Holdings Limited is a private company limited by shares incorporated in England and Wales on 30 May 2018. The registered office is 5th Floor, 2 Copthall Avenue, London, United Kingdom, EC2R 7DA.
2
Accounting policies
The principle accounting policies adopted are set out below:
2.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the UK Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in Euro, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest €.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value.
2.2
Turnover
Investment income is recognised on an accruals basis.
2.3
Investments
Investments in listed company shares are remeasured to fair value through profit or loss ("FVTPL") at each Statement of Financial Position date.
Unrealised gains and losses on listed investments are initially recognised in the Statement of Comprehensive Income and are subsequently transferred to the revaluation reserve at the period end, if remaining unrealised. Impairments that offset previous gains of the same asset are transferred to the revaluation reserve. All other impairments are not transferred to the revaluation reserve.
Realised gains and losses are recognised in the Statement of Comprehensive Income.
2.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
2.5
Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
2
Accounting policies
(Continued)
- 7 -
Basic financial assets
Basic financial assets, which include debtors and 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
2.6
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
2.7
Taxation
The Company has exposure to the following potential tax liabilities:
Current tax
The Company is subject to Corporation Tax at the applicable rate of 25%.
2.8
Foreign exchange
Transactions in currencies other than Euro are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the Statement of Comprehensive Income.
3
Judgements and key sources of estimation uncertainty
In the application of the Company’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 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.
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
- 8 -
4
Employees
There were 0 employees during the year (2023 - 0).
5
Other gains and losses
2024
2023
€
€
Fair value gains/(losses) on financial instruments
Change in value of financial assets held at FVTPL
(871,896)
2,838,975
Exchange differences on financial assets held at FVTPL
(34,792)
(11,278)
(906,688)
2,827,697
6
Taxation
2024
2023
€
€
Current tax
UK corporation tax on profits for the current period
816,973
7
Investments
2024
2023
€
€
Listed investments
21,043,052
29,692,039
For full detail of movements in listed investments see note 7.
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
- 9 -
8
Listed investments (prepared on a cash basis)
JP Morgan
Cazenove
2PM
Rathbone
Total
€
€
€
€
€
Cost
At 1 January 2024
-
-
26,731,788
100,000
26,831,788
Additions
11,500,000
5,500,000
-
-
17,000,000
Disposals
-
-
(28,745,000)
(101,293)
(28,846,293)
Realised gain on sale of investments
57,454
(107,107)
4,206,304
1,293
4,157,944
Portfolio costs paid
(51,217)
(15,929)
(154,315)
-
(221,461)
Investment income
25,572
37,596
4,902
-
68,070
Foreign exchange movement
(2,205)
(20,708)
(9,048)
-
(31,961)
Net bank interest
60,682
36,055
(127)
-
96,610
At 31 December 2024
11,590,286
5,429,907
2,034,504
-
19,054,697
Revaluation
At 1 January 2024
-
-
2,860,192
59
2,860,251
Fair value movement
851,898
442,457
(2,166,192)
(59)
(871,896)
At 31 December 2024
851,898
442,457
694,000
-
1,988,355
Net book value
At 31 December 2024
12,442,184
5,872,364
2,728,504
-
21,043,052
At 31 December 2023
-
-
29,591,980
100,059
29,692,039
9
Debtors
2024
2023
Amounts falling due within one year:
€
€
Funds in transit
101,293
-
Prepaid PIFM J administrative expenses
10,550
-
Prepaid PIFM UK administrative expenses
9,818
-
121,661
-
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
- 10 -
10
Creditors: amounts falling due within one year
2024
2023
€
€
Accrued expenses - PIFM J Accountancy fees
3,617
3,455
Accrued expenses - PIFM UK Administration fees
13,918
3,461
Creditor - Corporation Tax
816,973
-
Accrued expenses - PIFM (UK) Taxation Services
2,411
-
Creditors - PraxisIFM Trust Limited
-
13,387
836,919
20,303
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary shares of €0.10
25,943,800
25,943,800
2,594,380
2,594,380
Ordinary shares of £1 each
1
1
1
1
25,943,801
25,943,801
2,594,381
2,594,381
On 5 October 2022, it was resolved to buy back 15,663,650.80 ordinary shares from Maraita S.à r.l. SPF, reducing the Company's share capital by €1,566,365, and that these shares be cancelled and €1,566,365 be transferred to a capital redemption reserve. It was also resolved to further reduce the share capital of the Company by €538,350 by cancelling 5,383,500 of the shares issued to Roble S.à r.l. SPF.
The one-third of an ordinary share of £1 each held by Maraita S.à r.l. SPF shall not be cancelled but be held by the Company in treasury.
12
Other reserves
2024
2023
€
€
Distributable reserves
Balance brought forward
15,953,936
31,553,936
Dividend
(12,125,000)
(15,600,000)
Balance brought forward
3,828,936
15,953,936
On 5 October 2022, it was resolved to buy back 15,663,650.80 ordinary shares from Maraita S.à r.l. SPF for a consideration of €21,356,969, reducing the Company's share capital by €1,566,365, and that these shares be cancelled. It was also resolved to further reduce the share capital of the Company by €538,350 by cancelling 5,383,500 of the shares issued to Roble S.à r.l. SPF and that the capital release be paid to Roble S.à r.l. SPF.
On 23 January 2023, it was resolved that the Company declare a dividend of €15,600,000 for the year ended 31 December 2023 and that it be paid from the Company's distributable reserves.
On 8 November 2024 and 17 December 2024, it was resolved that the Company declare a dividend of €5,290,000 and €6,835,000, respectively, for the year ended 31 December 2024 and that it be paid from the Company's distributable reserves.
Roble Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
- 11 -
13
Related party transactions
The Company has taken advantage of the exemption in FRS 102 section 1AC.35 “Related Party Disclosures” from disclosing transactions with wholly owned members of the Group.
14
Subsequent events
The Company performed a review of events subsequent to the Statement of Financial Position date through to the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.
Roble Holdings Limited
Management Information
For the year ended 31 December 2024
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