|
Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
COMPANY INFORMATION
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
CONTENTS
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the year ended 31 December 2024.
The Company's principal activities continued to be those of an investment holding company, while the core business of the Group companies continued to be cruise ships refurbishment and real estate investment.
2024 accounting period came to an end with a 21% increase in the turnover from €19,314,956 to €23,394,441 and an EBITDA moving from a gain of €1,597,270 in year 2023 to a gain of €674,326 in year 2024.
The group has managed to take care of all financial requirements of its subsidiaries by maintaining the employment level during such period with the aim to go through it until the market returns to the pre-pandemic levels. Ellevi Srl continued its cruise ship refitting activity, developing relationships with its customers and in particular with a household brand name in the cruise ship industry. During 2025, the Group disposed Ellevi Interior Srl, a subsdiary undertaking within the Group. After the disposal, the Group lost access to the financial information of the company and hence, its current year and comparative results have not been consolidated into the financial statements of the Group.
The Board meets regularly and evaluates the Company's risk position. The principal risk and uncertainties facing the Company are detailed below.
Industry risk The risks relating to the cruise businesses are primarily its reliance on ships being able to travel around the world with no limitations and hurdles. The Group's main subsidiary Ellevi Srl had been historically performing extremely well in its market being one of the leaders in cruise ships refurbishment. In recent years, Ellevi has performed in the production and installation of cabins according to the ADA directive (Americans with Disabilities Act). Liquidity risk The Company maintains sufficient funds for operational liquidity. The Board considers liquidity risk at Board meetings through the monitoring of cash levels and detailed cash forecasts. The Funding to date has been obtained through operational activities or via intercompany loans and dividend payments from the subsidiary companies. Foreign currency risk The Company receives substantial payments denominated in Euros which is the functional currency of the Company. The Board considers possible exposure to foreign currency risk at Board meetings if and when appropriate so to direct a suitable medium- and longer-term hedging strategy is necessary. Interest rate risk The Company funds its operations mainly through intercompany borrowings and contribution by its shareholder. The Company has historically borrowed in Euro only. To the extent that non-operational finance is required it is organised through the parent company and no interest rate risk arises. We also believe that the Company’s subsidiaries can meet key business risks of competition and employee retention.
Page 1
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
Page 2
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS 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.
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.
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 judgements 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 2006. They 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.
The profit for the year, after taxation and minority interests, amounted to €576,956 (2023 - €914,644).
The directors have highlighted in the strategic report on pages 1 - 2, a review of the current year results, future outlook expectations, risks and key performance indicators for the company.
The directors who served during the year were:
Page 3
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
During 2025, the Group disposed Ellevi Interior Srl, a subsdiary undertaking within the Group. After the disposal, the Group lost access to the financial information of the company and hence, its current year and comparative results have not been consolidated into the financial statements of the Group.
The auditors, Sumer Auditco Limited, will 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.
Page 4
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED
We have audited the financial statements of Rexcroft Solutions 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 policies. The 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).
As explained in note 17 the group has not consolidated in both years its subsidiary Ellevi Interior Srl because, following the disposal of the group after the balance sheet date, it has not yet been able to obtain financial information for the company. This investment is therefore accounted for on a cost basis. Under FRS 102, the parent company should have consolidated this subsidiary. Had Ellevi Interior Srl been consolidated, many elements in the accompanying consolidated financial statements would have been materially affected. The effects on the consolidated financial statements of the failure to consolidate have not been determined. Our opinion on the parent company’s financial statements is also qualified for this matter as the failure to consolidate all subsidiaries is a departure from the requirements of FRS 102 and the Companies Act 2006. In addition, the directors’ report and strategic report do not consider the effects of the failure to consolidate this subsidiary.
In addition, at the balance sheet date, the group held investments properties with a carrying value of €2,826,349. However, despite the effort of the directors, they were not able to produce a reliable valuations of the properties as they do not have access to the relevant information. We were unable to satisfy ourselves by alternative means concerning the carrying value of investment properties held by the Group at 31 December 2024, by using other audit procedures. Consequently we were unable to determine whether any adjustment to the above amount would be necessary. 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 Auditor’s 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 UK,
Page 5
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED)
including the FRC’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 adverse opinion on the group financial statements and qualified opinion on the parent company financial statements.
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.
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 Report. Our 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.
As described in the basis for adverse opinion section of our report, the group financial statements have not consolidated subsidiary Ellevi Interior Srl and this investment is accounted for on a cost basis. We have concluded that the other information is materially misstated for the same reason with respect to the amounts or other items in the annual report affected by the failure to consolidate this subsidiary.
Because of the significance of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
∙the strategic report has not been prepared in accordance with applicable legal requirements.
Except for the possible effects of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
∙the information given in the in the strategic report and the directors' report for the financial year for which
Page 6
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED)
the financial statements are prepared is consistent with the financial statements; and
∙the directors’ report has been prepared in accordance with applicable legal requirements.
As a result of the matters described in the basis for adverse opinion section of our report in the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have identified material misstatements in the Group strategic report.
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:
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:
∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
∙the nature of the group, including its management structure and control systems (including the opportunity for management to override such controls);
Page 7
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED)
∙management’s incentives and opportunities for fraudulent manipulation of the financial statements including
∙the group’s remuneration and bonus policies and performance targets; and
∙the industry and environment in which it operates.
We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:
∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and distributable profits legislation;
∙the timing of the recognition of commercial income;
∙management bias in selecting accounting policies and determining estimates;
∙recoverability of debtors; and
∙the requirement to impair fixed asset investments and investment properties and the amount of any such impairment.
We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members including the auditors of significant components.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:
∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
∙enquiries with the same concerning any actual or potential litigation or claims;
∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
∙inspection of relevant legal correspondence;
∙assessment of matters reported to management and the result of the subsequent investigation;
∙obtaining an understanding of the relevant controls and testing their operation during the period;
∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;
∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to valuation of investment properties; depreciation of tangible fixed assets; amortisation of intangible fixed assets and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;
∙challenging key assumptions made by management in their assessment of any impairment to the carrying value of fixed asset investments and investment property;
∙reviewing the financial statements for compliance with the relevant disclosure requirements;
∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
∙reviewing the minutes of Board meetings and correspondence with taxation authorities;
∙evaluating the underlying business reasons for any unusual transactions;
∙considered the implementation of controls during the year;
∙reviewing the work done by component auditors with respect to the above fixed assets; impairment of investments and carrying value of stock;
∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions
Page 8
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REXCROFT SOLUTIONS LIMITED (CONTINUED)
made by management regarding the recovery of balances which remain outstanding;
∙challenging key assumptions made by management in their assessment of any impairment to the carrying value of fixed asset investments and investment property;
∙reviewing the financial statements for compliance with the relevant disclosure requirements;
∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
∙reviewing the minutes of Board meetings and correspondence with taxation authorities;
∙evaluating the underlying business reasons for any unusual transactions;
∙considered the implementation of controls during the year; and
∙reviewing the work done by component auditors with respect to the above.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
14th Floor
33 Cavendish Square
W1G 0PW
12 May 2026
Page 9
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 10
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
REGISTERED NUMBER: 07449358
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
Page 11
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
REGISTERED NUMBER: 07449358
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 45 form part of these financial statements.
Page 12
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
REXCROFT SOLUTIONS LIMITED
REGISTERED NUMBER: 07449358
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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 profit of the parent Company for the year was €1,979,397 (2023: loss €16,638).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 45 form part of these financial statements.
Page 13
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||