Rosendale investments limited - Limited company accounts 20.1

REGISTERED NUMBER: 08546500 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

ROSENDALE INVESTMENTS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Consolidated Statement of Income and Retained Earnings

5

Consolidated Balance Sheet

6

Company Balance Sheet

7

Notes to the Consolidated Financial Statements

8

DIRECTOR:

D A H Scott

REGISTERED OFFICE:

49 Queen Victoria Street

London

EC4N 4SA

REGISTERED NUMBER:

08546500 (England and Wales)

ACCOUNTANTS:

Barber & Company

A trading name of PCM Accounting Limited

2 Jardine House

Harrovian Business Village

Bessborough Road

Harrow

Middlesex

HA1 3EX

The director presents his strategic report of the company and the group for the year ended 31 December 2019.

FAIR REVIEW OF BUSINESS

During 2019; group revenue, including net income from corporate finance and broker services, commissions earned on placings, retainer fees, compliance and rental income decreased to £426,808 (2018: £447,558). Net expenditure incurred during the same period has decreased to £405,012 (2018: £503,706) and the net loss before taxation amounted to £114,939 (2018: Profit £3,201).

Alexander David Securities Limited (ADS), a subsidiary within the group, is authorised and regulated with the Financial Conduct Authority (FCA). Corporate clients within ADS remained at 16, the Financial Conduct Authority (FCA) Approved Representatives remained at 1 and there were 7 staff members (2017: 7), including the director.

PRINCIPAL RISKS AND UNCERTAINTIES

Pillar 3 disclosures

ADS is authorised and regulated by the FCA. The FCA is responsible in the United Kingdom for the implementation of the Capital Requirements Regulation and Directive IV (CRD IV Framework).

ADS is categorised as a limited license firm by the FCA for regulatory capital requirements purposes.

CAPITAL RESOURCES

The capital resources of the business comprise Tier 1 capital only.

The capital requirement has been calculated in accordance with the relevant regulations and sufficient capital is maintained at all times.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The risk management policy reflects the FCA requirement that adequate financial resources and adequate systems and controls are necessary for the effective management of potential risks. The board of directors determine the business strategy and risk appetite in conjunction with designing and implementing a risk framework that recognises the risks that the business faces. The board also determines how those risks may be mitigated and assess on an on-going basis the controls and procedures necessary to manage those risks. The board considers the following as key risks:

BUSINESS RISK

This risk represents the loss of key staff which may reduce the fee income earned by the company and hinder its ability to finance its operations and reimburse its expenses. Business risks are assessed and mitigated as part of the Internal Capital Adequacy Assessment Process ("ICAAP").

OPERATIONAL RISK

This risk covers a wide range of operational exposures from failed internal processes or external failures in systems making it difficult to operate and risk of a regulatory breach. Operational risks and how these are mitigated are assessed as part of the ICAAP.

CREDIT RISK

This risk relates to the exposure to the company's bank balance and any other debtors. This is monitored and assessed on a regular basis.

KEY PERFORMANCE INDICATORS

The board will continue to monitor the overhead costs and fee generation capabilities of the company as well as the maintenance of resources as part of the regular business reviews.

Key performance indicators are as follows:

2019

2018

2017

£

£

£

Turnover

426,808

447,558

395,177

Profit / (Loss) before taxation

(114,939

)

3,201

(42,348

)

Shareholders' funds

220,176

190,115

186,914

ON BEHALF OF THE BOARD:

D A H Scott - Director

30 December 2020

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of investment broker and corporate adviser.

REVIEW OF BUSINESS

The results for the year are set out on page 5.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

DIRECTOR

D A H Scott held office during the whole of the period from 1 January 2019 to the date of this report.

COVID-19

As with all businesses, the unprecedented uncertainty of which and how the Covid-19 crisis will end produces financial risk.

However, existing cash reserves, support from the parent company, Government support for businesses and other initiatives together with careful management have provided the company with a sustainable financial position both in the short and medium term.

The board continues to closely monitor and assess developments.

ON BEHALF OF THE BOARD:

D A H Scott - Director

30 December 2020

REVENUE

426,808

447,558

Cost of sales

96,027

-

GROSS PROFIT

330,781

447,558

Administrative expenses

307,862

503,417

22,919

(55,859

)

Other operating income

-

7,042

OPERATING PROFIT/(LOSS)

4

22,919

(48,817

)

Gain/loss on revaluation of investments

(136,735

)

52,307

(113,816

)

3,490

Interest payable and similar expenses

1,123

289

(LOSS)/PROFIT BEFORE TAXATION

(114,939

)

3,201

Tax on (loss)/profit

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(114,939

)

3,201

Retained earnings at beginning of year

(103,816

)

(107,017

)

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

(218,755

)

(103,816

)

(Loss)/profit attributable to:

Owners of the parent

(114,939

)

3,201

CURRENT ASSETS

Debtors

8

44,781

146,328

Investments

9

270,166

396,901

Cash at bank

22,942

17,624

337,889

560,853

CREDITORS

Amounts falling due within one year

10

117,713

370,738

NET CURRENT ASSETS

220,176

190,115

TOTAL ASSETS LESS CURRENT LIABILITIES

220,176

190,115

CAPITAL AND RESERVES

Called up share capital

11

145,384

384

Merger reserve

12

293,547

293,547

Retained earnings

12

(218,755

)

(103,816

)

SHAREHOLDERS' FUNDS

220,176

190,115

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2019.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2019 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The 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 director and authorised for issue on 30 December 2020 and were signed by:

D A H Scott - Director

FIXED ASSETS

Intangible assets

6

-

-

Investments

7

301

301

301

301

CURRENT ASSETS

Debtors

8

83

83

NET CURRENT ASSETS

83

83

TOTAL ASSETS LESS CURRENT LIABILITIES

384

384

CAPITAL AND RESERVES

Called up share capital

11

384

384

SHAREHOLDERS' FUNDS

384

384

Company's profit for the financial year

-

-

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2019.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2019 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The 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 director and authorised for issue on 30 December 2020 and were signed by:

D A H Scott - Director

1.	STATUTORY INFORMATION

Rosendale investments limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements incorporate those of Rosendale Investments Limited and all of its subsidiaries (i.e. entities that the company controls through its power to govern financial and operating policies so as to obtain economic benefit). Subsidiaries are consolidated using the purchase method whereby their results are incorporated from the date that the control passes. All financial statements are made up to 31st December, 2018.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Going concern

The company meets its day to day working capital requirements with the support of its director, bankers and creditors. At the time of approving these financial statements, the board have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The board have taken all of these factors into account in their decision to prepare the financial statements on a going concern basis.

Turnover

Turnover represents amounts receivable for corporate advisory fees, fund management fees, commission income and other ancillary fees. It also includes the fair value of options over securities which have been received as consideration for corporate finance services rendered.

Fees for advisory engagements for which the work is substantially complete or which are at a stage where work for which separate payment is due is substantially complete, and which will become due but are not yet invoiced are recorded on a right to consideration basis. Where such fees are contingent on the outcome of of a transaction they are only accounted for after the transaction has completed.

Turnover is the amount derived from ordinary activities and is stated after trade discounts and Value Added Tax.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2013, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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.

Investments

Investments in quoted equity instruments are carried at fair value and the changes in fair value are recognised in the profit and loss account; all other investments are measured at cost less impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2018 - 7 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2018 - operating profit) is stated after charging:

31.12.19

31.12.18

£

£

Goodwill amortisation

-

38,500

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 January 2019

and 31 December 2019

485,000

AMORTISATION

At 1 January 2019

and 31 December 2019

485,000

NET BOOK VALUE

At 31 December 2019

-

At 31 December 2018

-

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertaking

£

COST

At 1 January 2019

and 31 December 2019

301

NET BOOK VALUE

At 31 December 2019

301

At 31 December 2018

301

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Alexander David Holdings limited

Registered office: 49 Queen Victoria Street, London, EC4N 4SA

Nature of business: Holding company

%

Class of shares:

holding

Ordinary Shares

100.00

Alexander David Securities Limited

Registered office: 49 Queen Victoria Street, London, EC4N 4SA

Nature of business: Investment broker and corporate advisor

%

Class of shares:

holding

Ordinary Shares

100.00

Finsquare Investments Limited

Registered office: 49 Queen Victoria Street, London, EC4N 4SA

Nature of business: Dormant subsidiary company

%

Class of shares:

holding

Ordinary Shares

100.00

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.19

31.12.18

31.12.19

31.12.18

£

£

£

£

Trade debtors

17,040

90,282

-

-

Other debtors

17,261

51,206

83

83

Prepayments and accrued income

10,480

4,840

-

-

44,781

146,328

83

83

9.	CURRENT ASSET INVESTMENTS

Group

31.12.19

31.12.18

£

£

Quoted investments

196,416

371,360

Unquoted investments

25,000

25,000

Warrants to buy quoted investments

48,750

541

270,166

396,901

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

31.12.19

31.12.18

£

£

Trade creditors

35,376

33,325

Social security and other taxes

30,387

46,999

Other creditors

29,971

22,399

Accruals and deferred income

21,979

268,015

117,713

370,738

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.19

31.12.18

value:

£

£

38,412,472

Ordinary Shares

£0.00001

384

384

145,000

8% Preference Shares

£1

145,000

-

145,384

384

145,000 8% Preference Shares shares of £1 each were allotted and fully paid for cash at par during the year.

12.

RESERVES

Group

Retained

Merger

earnings

reserve

Totals

£

£

£

At 1 January 2019

(103,816

)

293,547

189,731

Deficit for the year

(114,939

)

(114,939

)

At 31 December 2019

(218,755

)

293,547

74,792