Company registration number 09180404 (England and Wales)
ROSE TWELVE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
PAGES FOR FILING WITH REGISTRAR
ROSE TWELVE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MAY 2025
31 May 2025
- 1 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
5
250
300
Creditors: amounts falling due within one year
6
(517)
(298)
Net current (liabilities)/assets
(267)
2
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(367)
(98)
Total equity
(267)
2

These financial statements have been prepared in accordance with FRS 102 Section 1A and the provisions applicable to companies entitled to the small companies exemption under the Companies Act 2006.

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
Mr M Nicholas
Director
Company registration number 09180404 (England and Wales)
ROSE TWELVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
1
Accounting policies
Company information

Rose Twelve Limited is a private company limited by shares incorporated in England and Wales. The registered office is Group Accounts Office, Moth Club, Old Trades Hall, Valette Street, London, E9 6NU.

1.1
Basis of preparation

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 requirements of the 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 sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Disclosure of compensation for key management personnel, along with all other required related‑party information.

The financial statements of the company are consolidated in the financial statements of Solitaire Restaurants Holdings Limited. These consolidated financial statements are available from its registered office, Group Accounts Office, Moth Club, Old Trades Hall, Valette Street, London E9 6NU UK.

1.2
Going concern

The financial statements have been prepared on a going concern basis. Although the Company has been dormant during the period, the directors expect it to commence trading within the next 12 months. The Company operates within the Solitaire Group and, if required, has access to ongoing financial support from the Group. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.true

1.3
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ROSE TWELVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 3 -
1.4
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.

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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 and loans from fellow group companies are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, in which case the liability is measured at the present value of future payments discounted at a market rate of interest. Financial liabilities that are payable within one year are not amortised.. 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. A m ounts 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

ROSE TWELVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 4 -
1.5
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.

1.6
Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss unless it relates to a transaction recognised as other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2
Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenue and expenses during the period. However, the nature of estimates means that actual outcomes could differ from those estimates or judgements. The directors do not consider there to be any significant accounting estimates that would cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The following judgements have had the most significant effect on amounts recognised in the financial statements:

The entity makes use of a 4-4-5 financial system for financial reporting and as a result this results a mismatch between the financial year end and the end of the 4-4-5 period , as such there could be minor differences due to timing which the directors expect due to the system used , however this will not impact the overall financial position and performance of the entity.

ROSE TWELVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 5 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
3
3
4
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
-
0
(115)

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(269)
(247)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2024: 19.00%)
(51)
(47)
Group relief
51
47
Under/(over) provided in prior years
-
0
(115)
Taxation charge/(credit) for the year
-
(115)
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
250
300
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
219
-
0
Other creditors
298
298
517
298
ROSE TWELVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 6 -
7
Related party transactions
Balances with related parties

The following amounts were outstanding at the reporting end date:

Amounts owed by
Amounts owed to
related parties
related parties
2025
2024
2025
2024
£
£
£
£
Bruce Bar Ltd
-
0
50
(219)
0
-
Solitaire Resturant Ltd
-
0
-
0
(298)
0
-
0
Other information

There are no formal loan agreements or repayment terms in place, and the intercompany loan balance is repayable on demand.

8
Parent company

Ultimate parent company is Solitaire Restaurants Holdings Limited, a company registered in England and Wales.

Solitaire Restaurants Holdings Limited prepares group financial statements.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 May 2025 and of its loss 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.

Senior Statutory Auditor:
Paul Winter
Statutory Auditor:
Taylor Associates
Date of audit report:
8 May 2026
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