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Company registration number: 14361392







UNAUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025


ROCK ROAD HOLDINGS LIMITED



































                                                                                          img43c0.png

 


ROCK ROAD HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
C. Johnson-Ferguson 
M. G. Kean 
M. R. Swindell 




Registered number
14361392



Registered office
Capital Tower
91 Waterloo Road

London

SE1 8RT




Accountants
Menzies LLP
Chartered Accountants

2nd Floor, Origin One

108 High Street

Crawley

RH10 1BD





 


ROCK ROAD HOLDINGS LIMITED
 



CONTENTS



Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 8


 


ROCK ROAD HOLDINGS LIMITED
REGISTERED NUMBER:14361392



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Fixed asset investments
 4 
102
102

  
102
102

Current assets
  

Debtors: amounts falling due after more than one year
 5 
1,721,837
1,721,855

Debtors: amounts falling due within one year
 5 
186,346
136,817

Cash at bank and in hand
  
78
477

  
1,908,261
1,859,149

Creditors: amounts falling due within one year
 6 
(100,717)
(100,780)

Net current assets
  
 
 
1,807,544
 
 
1,758,369

Total assets less current liabilities
  
1,807,646
1,758,471

Creditors: amounts falling due after more than one year
 7 
(1,731,416)
(1,731,416)

  

Net assets
  
76,230
27,055


Capital and reserves
  

Called up share capital 
 8 
100
100

Profit and loss account
  
76,130
26,955

Total equity
  
76,230
27,055


Page 1

 


ROCK ROAD HOLDINGS LIMITED
REGISTERED NUMBER:14361392


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit 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.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




C. Johnson-Ferguson
Director

Date: 22 September 2026

The notes on pages 4 to 8 form part of these financial statements.

Page 2

 


ROCK ROAD HOLDINGS LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
100
8,869
8,969


Comprehensive income for the year

Profit for the year
-
18,086
18,086
Total comprehensive income for the year
-
18,086
18,086



At 1 January 2025
100
26,955
27,055


Comprehensive income for the year

Profit for the year
-
49,175
49,175
Total comprehensive income for the year
-
49,175
49,175


At 31 December 2025
100
76,130
76,230


The notes on pages 4 to 8 form part of these financial statements.

Page 3

 


ROCK ROAD HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The Company is limited by shares and incorporated in England in the UK. The address of the registered office is given in the Company information page of these financial statements.

The principal place of business is the same as the registered office address.

The principal activity of the Company is provision of administrative, company secretarial and contract management services to Rock Road London Limited.

The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £1

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
 
∙the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
∙the requirements of Section 7 Statement of Cash Flows; and
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Rock Rail Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.

Page 4

 


ROCK ROAD HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on the going concern basis which the Directors consider appropriate for the reasons outlined below and where they have reviewed cash flow forecasts for a period of at least 12 months from the date of signing these financial statements. The Company has made a profit for the financial year of £49,175 (2024: £18,086) and has net assets of £76,230 (2024: £27,055).

The Directors have made an assessment of the Company’s ability to continue as a going concern, including any impacts of the current economic downturn, and are satisfied that the Company has the resources to continue in operation for the foreseeable future.

The turnover of the Company is primarily attributable to fees earned for providing administrative, company secretarial and contract management services through a Company Management Agreement ("CMA"). As a result, the ability of the Company to continue as a going concern is based on the ability of its affiliated entity which it provides services to Rock Road London Limited.

The Directors have reviewed the cashflow forecast of the subsidiary which operates a full fleet of buses and are on lease until October 2036. The contracted rentals are on a ‘hell or high water’ basis (i.e. the operator’s obligation to pay rent under the lease is not dependent on whether the buses are used or passenger demand). The Directors believe it is highly likely that the buses will continue to be leased after the end of the current lease due to the demand for zero emission buses to phase out buses which rely on diesel and the cost of leasing or buses beyond 2036 relative to the expected cost of a new bus in 2036. The cashflows under these rental payments are more than sufficient to service debt repayments falling due during this time. The forecasts include a variety of scenarios the Directors consider to be appropriate with the information available as of the date of approval of these financial statements, including, but not limited to, risk in relation to the credit worthiness of the lease rental counterparty and the availability of cash reserves to fund operating expenditure.

Under both its base-case scenario and reasonably plausible downside scenarios, the Directors consider that the Company is well positioned to manage risk during this period of economic uncertainty. Consequently, the directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Management services income is recognised over a specified period of time based on the method that represents the stage of completion in delivery of the services.

 
2.5

Government grants

Government grants received in respect of specific deliverables are credited to the income statement and presented as other income.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 5

 


ROCK ROAD HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.


 
2.9

Valuation of investments

These are separate financial statements of the Company. Investment in subsidiary is carried at cost less impairment.

 
2.10

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to related parties and investments in non-puttable ordinary shares.

3.


Employees

The average monthly number of employees, including the directors, during the year was 3 (2024 - 3).


4.


Fixed asset investments





Unlisted investments

£



Cost or valuation


At 1 January 2025
102



At 31 December 2025
102




Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Rock Road London Limited
Capital Tower, 91 Waterloo Road, London, SE1 8RT
Ordinary
51%
Page 6

 


ROCK ROAD HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Debtors

2025
2024
£
£

Due after more than one year

Shareholder loan notes
1,721,837
1,721,855

1,721,837
1,721,855


2025
2024
£
£

Due within one year

Interest receivable on shareholder loan notes
186,346
136,664

Prepayments and accrued income
-
153

186,346
136,817


During the year, the Company had shareholder loan notes due from Rock Road London Limited with a carrying value of £1,721,837 (2024 - £1,721,855) as at 31 December 2025. The loan notes bear interest at a nominal rate of 8% per annum and mature in 2047. Repayment of the principal will be made in 34 instalments commencing in May 2037.


6.


Creditors: amounts falling due within one year

2025
2024
£
£

Corporation tax
16,369
2,864

Trade creditors
46,100
52,067

Accruals and deferred income
13,091
34,333

Amounts owed to group undertakings
25,157
11,516

100,717
100,780


Amounts owed to group undertakings are repayable on demand. Interest is payable on the outstanding balance of the loan at 2.5% (2024: 2.5%).


7.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Amounts owed to group undertakings
1,731,416
1,731,416

1,731,416
1,731,416


During the year, the Company had shareholder loan notes payable to Rock Rail Holdings Limited with a carrying value of £1,756,573 (2024 - £1,742,932) as at 31 December 2025. The loan notes bear interest at a nominal rate of 5% per annum and mature in April 2033. 

Page 7

 


ROCK ROAD HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Called up share capital

2025
2024
£
£
Allotted, called up and fully paid



1,000 (2024 - 1,000) Ordinary shares of £0.10 each
100
100



9.


Related party transactions

During the year ended 31 December 2025, the Company received £16,451 (2024: £35,876) from Rock Road London Limited in respect of management fees.

During the year ended 31 December 2025, the Company received a charge of £Nil (2024: £15,611) from Rock Rail Holdings Limited for management services provided.

As at the balance sheet date, the Company was owed £1,908,183 (2024: £1,858,519) by Rock Road London Limited. During the financial year, interest of £151,154 (2024: £146,252) was received in respect of this loan. This loan commences repayment instalments in May 2037 and is scheduled to be fully repaid by February 2040.

As at the balance sheet date, the Company owed £1,756,573 (2024: £1,742,932) to Rock Rail Holdings Limited, a group company. During the financial year, interest of £86,550 (2024: £86,897) was charged in respect of this loan. This loan is repayable on 30 April 2033.

All transactions were made on terms equivalent to those that prevail in arm’s length transactions.

10.


Controlling party

The immediate parent company and ultimate parent company is Rock Rail Holdings Limited, a company incorporated in England. The registered office address of Rock Rail Holdings Limited is Capital Tower, 91 Waterloo Road, London, United Kingdom, SE1 8RT. The results of this company are included in the consolidated financial statements of Rock Rail Holdings Limited.

The ultimate controlling party is M R Swindell, by the virtue of his majority shareholding in Rock Rail Holdings Limited.
 
Page 8