| Rossair Limited |
| Notes to the Accounts |
| for the year ended 31 December 2025 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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Turnover |
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Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
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When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income. |
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Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
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Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
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Amounts due under the licence and revenue sharing agreement with Rossair Partners LLP is deducted from turnover in the year it arises. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
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Amortisation of intellectual property is recognised so as to write off the cost or valuation of the asset less the residual value, evenly over the useful life of 3 years. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset over its expected useful life, as follows: |
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Plant and machinery |
25% to 33% on cost |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Employees |
2025 |
|
2024 |
| Number |
Number |
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Average number of persons employed by the company |
20 |
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18 |
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| 3 |
Intangible fixed assets |
£ |
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Intellectual property: |
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Cost |
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At 1 January 2025 |
615,834 |
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At 31 December 2025 |
615,834 |
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Amortisation |
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At 1 January 2025 |
505,214 |
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Provided during the year |
82,425 |
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At 31 December 2025 |
587,639 |
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Net book value |
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At 31 December 2025 |
28,195 |
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At 31 December 2024 |
110,620 |
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| 4 |
Tangible fixed assets |
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Plant and machinery etc |
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Motor vehicles |
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Total |
| £ |
£ |
£ |
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Cost |
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At 1 January 2025 |
74,525 |
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- |
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74,525 |
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Additions |
- |
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70,426 |
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70,426 |
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At 31 December 2025 |
74,525 |
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70,426 |
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144,951 |
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Depreciation |
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At 1 January 2025 |
66,884 |
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- |
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66,884 |
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Charge for the year |
141 |
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8,804 |
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8,945 |
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At 31 December 2025 |
67,025 |
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8,804 |
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75,829 |
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Net book value |
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At 31 December 2025 |
7,500 |
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61,622 |
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69,122 |
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At 31 December 2024 |
7,641 |
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- |
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7,641 |
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| 5 |
Debtors |
2025 |
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2024 |
| £ |
£ |
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Trade debtors |
1,008,884 |
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1,576,888 |
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Other debtors |
167,973 |
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154,312 |
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1,176,857 |
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1,731,200 |
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| 6 |
Creditors: amounts falling due within one year |
2025 |
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2024 |
| £ |
£ |
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Bank loans and overdrafts |
25,000 |
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50,000 |
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Obligations under finance lease and hire purchase contracts |
27,968 |
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- |
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Trade creditors |
713,636 |
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1,194,175 |
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Taxation and social security costs |
337,867 |
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113,991 |
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Other creditors |
173,199 |
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3,168 |
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1,277,670 |
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1,361,334 |
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| 7 |
Creditors: amounts falling due after one year |
2025 |
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2024 |
| £ |
£ |
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Bank loans |
- |
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25,000 |
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Obligations under finance lease and hire purchase contracts |
30,748 |
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- |
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30,748 |
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25,000 |
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| 8 |
Loans |
2025 |
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2024 |
| £ |
£ |
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Creditors include: |
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Secured bank loans |
75,000 |
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75,000 |
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The bank loan guaranteed by the government under the Coronavirus Business Interruption Loan Scheme (CBILS). |
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| 9 |
Related party transactions |
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The company has a licence and a revenue sharing agreement with Rossair Partners LLP (“the LLP"). The Company and the LLP are related by virtue of the fact that Mr L Smith holds a beneficial interest in the company, as well as being a Designated Member of the LLP. |
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During the accounting period the following transactions arose between the company and the LLP: |
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- Revenue share payable by the company to the LLP of £8,101,609 (2024: £6,507,991). |
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- Operating cost recharges repayable by the LLP to the company of £5,985,901 (2024: £4,639,741). |
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- Licence fees payable by the LLP to the company of £972,193 (2024: £625,258). |
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- IP development costs payable by the company to the LLP of £120,000 (2024: £120,000). |
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These transactions are posted to the company's profit and loss account against turnover and amounted to a net charge in the year of £1,263,515 (2024: 1,364,642). |
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At the balance sheet date, the LLP owed £139,473 (2024: £125,456) to the company. |
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| 10 |
Controlling party |
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The ultimate parent company is Verdani Services Limited, a company that is registered in England and Wales. |
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Mr L Smith, a director, is the ultimate controlling party by virtue of his majority shareholding of the issued share capital of Verdani Services Limited. |
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| 11 |
Other information |
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Rossair Limited is a private company limited by shares and incorporated in England. Its registered office is: |
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West Gate |
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104 High Street |
|
Alton |
|
Hampshire |
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GU34 1EN |