Rosendale investments limited - Limited company accounts 20.1

REGISTERED NUMBER: 08546500 (England and Wales)

REPORT OF THE DIRECTOR AND

UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

ROSENDALE INVESTMENTS LIMITED

Page

Company Information

1

Report of the Director

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

5

Notes to the Consolidated Financial Statements

6

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 report with the financial statements of the company and the group for the year ended 31 December 2020.

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 2020.

DIRECTOR

D A H Scott held office during the whole of the period from 1 January 2020 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.

SUBSIDIARY COMPANY

The Group owns the entire equity share capital of Alexander David Securities Limited, a private limited trading company incorporated in the United Kingdom and registered with the Financial Conduct Authority.

Alexander David Securities Limited agreed in June, 2020 to a voluntary requirement not to take on any regulated business until certain conditions to upgrade its procedures had been met. The business has never the less been able to generate sufficient cash-flow to continue operating in the corporate advisory area.

Further to Alexander David Securities Limited (ADS) voluntary restriction of regulatory permissions, ADS has continued to provide unregulated corporate services, introduced business to other firms where they can carry out regulated services which is producing sufficient income to continue to trade.

The COVID epidemic has had an effect on the Company's operations during the year and revenue has declined to £210,823 (2019: £426,028) and a net loss amounting to £47,845 (2019: Loss £114,879). Following the anticipated lifting of COVID restrictions during May, 2021, the management believe that the firm will return to profitability at which time they will address the the procedural concerns raised by the Financial Conduct Authority (FCA) and apply for regulatory permissions to be lifted.

During the rear under review, the company has received complaints however the stock subject to the complaints does trade freely on a listed exchange and in the opinion of the board, the value of the claims is less than the value of the listed stock. Therefore, the board believes that it is unlikely that the company's net income will be impacted even if claims have to be settled, and no provisions are required.

ON BEHALF OF THE BOARD:

D A H Scott - Director

26 August 2021

REVENUE

210,823

426,808

Cost of sales

-

96,027

GROSS PROFIT

210,823

330,781

Administrative expenses

276,908

307,862

(66,085

)

22,919

Other operating income

34,478

-

OPERATING (LOSS)/PROFIT

(31,607

)

22,919

Gain/loss on revaluation of investments

(44,896

)

(136,735

)

(76,503

)

(113,816

)

Interest payable and similar expenses

539

1,123

LOSS BEFORE TAXATION

(77,042

)

(114,939

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(77,042

)

(114,939

)

Loss attributable to:

Owners of the parent

(77,042

)

(114,939

)

CURRENT ASSETS

Debtors

7

16,475

44,781

Investments

8

225,270

270,166

Cash at bank

13,986

22,942

255,731

337,889

CREDITORS

Amounts falling due within one year

9

82,997

117,713

NET CURRENT ASSETS

172,734

220,176

TOTAL ASSETS LESS CURRENT LIABILITIES

172,734

220,176

CAPITAL AND RESERVES

Called up share capital

10

174,984

145,384

Merger reserve

11

293,547

293,547

Retained earnings

11

(295,797

)

(218,755

)

SHAREHOLDERS' FUNDS

172,734

220,176

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 2020.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2020 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 26 August 2021 and were signed by:

D A H Scott - Director

FIXED ASSETS

Intangible assets

5

-

-

Investments

6

301

301

301

301

CURRENT ASSETS

Debtors

7

83

83

NET CURRENT ASSETS

83

83

TOTAL ASSETS LESS CURRENT LIABILITIES

384

384

CAPITAL AND RESERVES

Called up share capital

10

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 2020.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2020 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 26 August 2021 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 Income Statement, 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 (2019 - 7 ) .

4.	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.

5.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 January 2020

and 31 December 2020

485,000

AMORTISATION

At 1 January 2020

and 31 December 2020

485,000

NET BOOK VALUE

At 31 December 2020

-

At 31 December 2019

-

6.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2020

and 31 December 2020

301

NET BOOK VALUE

At 31 December 2020

301

At 31 December 2019

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

31.12.20

31.12.19

£

£

Aggregate capital and reserves

172,348

219,789

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

31.12.20

31.12.19

£

£

Aggregate capital and reserves

166,993

214,838

Loss for the year

(47,845

)

(114,879

)

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

31.12.20

31.12.19

£

£

Aggregate capital and reserves

2

2

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.20

31.12.19

31.12.20

31.12.19

£

£

£

£

Trade debtors

7,339

17,040

-

-

Other debtors

183

17,261

83

83

Prepayments and accrued income

8,953

10,480

-

-

16,475

44,781

83

83

8.	CURRENT ASSET INVESTMENTS

Group

31.12.20

31.12.19

£

£

Quoted investments

200,270

196,416

Unquoted investments

25,000

25,000

Warrants to buy quoted investments

-

48,750

225,270

270,166

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

31.12.20

31.12.19

£

£

Trade creditors

49,254

35,376

Social security and other taxes

32,967

30,387

Other creditors

776

29,971

Accruals and deferred income

-

21,979

82,997

117,713

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.20

31.12.19

value:

£

£

38,412,472

Ordinary Shares

£0.00001

384

384

85,000

8% Preference Shares

£1

85,000

85,000

79,600

12% Preference Shares

£1

89,600

60,000

174,984

145,384

11.

RESERVES

Group

Retained

Merger

earnings

reserve

Totals

£

£

£

At 1 January 2020

(218,755

)

293,547

74,792

Deficit for the year

(77,042

)

(77,042

)

At 31 December 2020

(295,797

)

293,547

(2,250

)