Rosemoor Capital Management LLP

REGISTERED NUMBER: OC313492 (England and Wales)

Report of the Members and

Financial Statements

for the Year Ended 31 December 2022

for

Rosemoor Capital Management LLP

Page

General Information

1

Report of the Members

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Reconciliation of Members' Interests

10

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

Designated members:

P H Chapman

T D W Voake

A C Chapman

Registered office:

22a St. James' Square

London

SW1Y 4JH

Registered number:

OC313492 (England and Wales)

Auditors:

Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Solicitors:

Collyer Bristow LLP

St. Martin's Court

10 Paternoster Row

London

England

EC4M 7EJ

The members present their report with the financial statements of the LLP for the year ended 31 December 2022.

Principal activity

The principal activity of the LLP in the year under review was that of the provision of services to Rosemoor Capital Management LLC.

Designated members

The designated members during the year under review were:

P H Chapman

J Alexander

T D W Voake

Changes during the year

A C Chapman was appointed as a designated member on 1 March 2022.

Changes after the year

J Alexander resigned as a designated member on 12 July 2023.

Results for the year and allocation to members

The profit for the year before members' remuneration and profit shares was £9,166 (2021 - £5,758 loss).

Members' interests

Members are permitted to make drawings in anticipation of profits which will be allocated to them. The amount of such drawings is set at the beginning of each financial year, taking into account the anticipated cash needs of the LLP.

New members are required to subscribe a minimum level of capital and in subsequent years members are invited to subscribe for further capital, the amounts of which are determined by the performance and seniority of those members. On retirement, capital is repaid to members.

Principal risks and uncertainties

The members have considered the potential impact of the current global economic climate and do not believe ongoing company operational performance will be materially affected.

Statement of disclosure to auditor

Each of the members in office at the date of approval of this annual report confirms that:

• so far as the members are aware, there is no relevant audit information of which the limited liability partnership's auditor is unaware, and

• the members have taken all the steps that they ought to have taken as members in order to make themselves aware of any relevant audit information and to establish that the limited liability partnership's auditor is aware of that information.

MIFIDPRU 8 disclosures

The firm has documented the disclosures required by the Financial Conduct Authority under MIFIDPRU 8. These are available from the registered office.

Statement of members' responsibilities

The members are responsible for preparing the Report of the Members and the financial statements in accordance with applicable law and regulations.

Legislation applicable to limited liability partnerships requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under legislation applicable to limited liability partnerships the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and of the profit or loss of the LLP for that period. In preparing these financial statements, the members are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business.

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the members are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the LLP's auditors are unaware, and each member has taken all the steps that he ought to have taken as a member in order to make himself aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.

On behalf of the members:

P H Chapman - Designated member

29 September 2023

Opinion

We have audited the financial statements of Rosemoor Capital Management LLP (the 'LLP') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Reconciliation of Members' Interests, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the LLP's affairs as at 31 December 2022 and of its profit 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 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the members' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the LLP's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.

Other information

The members are responsible for the other information. The other information comprises the information in the Report of the Members, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 as applied to LLPs requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of members

As explained more fully in the Statement of Members' Responsibilities set out on page three, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the members are responsible for assessing the LLP's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the LLP or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

We gained an understanding of the legal and regulatory framework applicable to the LLP and the industry in which it operates, and considered the risk of acts by the LLP that were contrary to applicable laws and regulations, including fraud. We discussed with management the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and FCA capital requirements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the members that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We reviewed the FCA register, and respective capital requirement submissions for the reporting year for any disciplinary proceedings or instances of non-compliance with rules and regulations. The LLP is currently in correspondence and processes with the FCA to ensure all returns and requirements are up to date.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the LLP and the LLP's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr James Maxwell (Senior Statutory Auditor)

for and on behalf of Haines Watts

Chartered Accountants and Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

29 September 2023

Turnover

89,558

-

Administrative expenses

(80,392

)

(5,758

)

Operating profit/(loss) and

Profit/(loss) for the financial year before
members' remuneration and profit shares
available for discretionary division among
members

9,166

(5,758

)

Profit/(loss) for the financial year before
members' remuneration and profit shares
available for discretionary division among
members

9,166

(5,758

)

Other comprehensive income

-

Total comprehensive income for the year

9,166

(5,758

)

Current assets

Debtors

5

201,583

204,072

Cash at bank

5,437

1,328

207,020

205,400

Creditors

Amounts falling due within one year

6

7,620

6,000

Net current assets

199,400

Total assets less current liabilities

and

Net assets attributable to members

199,400

Loans and other debts due to members

-

Members' other interests

Capital accounts

199,400

Total members' interests

Members' other interests

199,400

Amounts due from members

5

(22,458

)

(31,624

)

176,942

167,776

The financial statements were approved by the members of the LLP and authorised for issue on 29 September 2023 and were signed by:

P H Chapman - Designated member

EQUITY

Members' other interests

Members'

capital

(classified

Other

as equity)

reserves

Total

£

Balance at 1 January 2022

199,400

-

199,400

Profit for the financial year available for
discretionary division among members

-

9,166

Members' interests after profit for the year

199,400

9,166

208,566

Other divisions of profit

-

(9,166

)

(9,166

)

Balance at 31 December 2022

199,400

-

199,400

DEBT

TOTAL

Loans and other debts due to

MEMBERS'

members less any amounts due

INTERESTS

from members in debtors

Other

amounts

Total

£

Amount due to members

-

Amount due from members

(31,624

)

Balance at 1 January 2022

(31,624

)

167,776

Profit for the financial year available for
discretionary division among members

-

9,166

Members' interests after profit for the year

(31,624

)

176,942

Other divisions of profit

9,166

-

Amount due to members

-

Amount due from members

(22,458

)

Balance at 31 December 2022

(22,458

)

176,942

EQUITY

Members' other interests

Members'

capital

(classified

Other

as equity)

reserves

Total

£

Balance at 1 January 2021

199,400

-

199,400

Loss for the financial year available for
discretionary division among members

-

(5,758

)

(5,758

)

Members' interests after loss for the year

199,400

(5,758

)

193,642

Other divisions of loss

-

5,758

Balance at 31 December 2021

199,400

-

199,400

DEBT

TOTAL

Loans and other debts due to

MEMBERS'

members less any amounts due

INTERESTS

from members in debtors

Other

amounts

Total

£

Amount due to members

-

Amount due from members

(25,866

)

Balance at 1 January 2021

(25,866

)

173,534

Loss for the financial year available for
discretionary division among members

-

(5,758

)

Members' interests after loss for the year

(25,866

)

167,776

Other divisions of loss

(5,758

)

-

Amount due to members

-

Amount due from members

(31,624

)

Balance at 31 December 2021

(31,624

)

167,776

Cash flows from operating activities

Cash generated from operations

2

(15,320

)

(4,534

)

Net cash from operating activities

(15,320

)

(4,534

)

Cash flows from financing activities

Intercompany debtor movement

19,429

3,714

Net cash from financing activities

19,429

3,714

Increase/(decrease) in cash and cash equivalents

4,109

(820

)

Cash and cash equivalents at beginning of
year

3

1,328

2,148

Cash and cash equivalents at end of year

3

5,437

1,328

1.	Classification of share of profits in the cash flow statement

The share of profit is designated in line with the LLP agreement.

2.	Reconciliation of profit/(loss) for the financial year before members' remuneration and profit shares available for discretionary division among members to cash generated from operations

2022

2021

£

Profit/(loss) for the financial year before members' remuneration and
profit shares available for discretionary division among members

9,166

(5,758

)

Increase in trade and other debtors

(26,106

)

-

Increase in trade and other creditors

1,620

1,224

Cash generated from operations

(15,320

)

(4,534

)

3.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2022

31/12/22

1/1/22

£

Cash and cash equivalents

5,437

1,328

Year ended 31 December 2021

31/12/21

1/1/21

£

Cash and cash equivalents

1,328

2,148

4.	Analysis of changes in net funds

At 1/1/22

Cash flow

At 31/12/22

£

Net cash

Cash at bank

1,328

4,109

5,437

1,328

4,109

5,437

Net funds (before members' debt)

1,328

4,109

5,437

Loans and other debts

due to members

-

Net funds

1,328

4,109

5,437

1.	Statutory information

Rosemoor Capital Management LLP is registered in England and Wales. The LLP'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" and the requirements of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention.

Going Concern

These financial statements have been prepared on a going concern basis.

The current economic conditions present increased risks for all businesses. In response to such conditions, the members have carefully considered these risks including an assessment of the business for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis.

The members consider that the LLP maintains an appropriate level of liquidity, sufficient to meet the demands of the business. In addition, the LLP's assets are assessed for recoverability on a regular basis, and the members consider that the LLP is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.

The members have a reasonable expectation that the LLP has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubts upon the LLP's ability to continue as a going concern.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the partnership's accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Bad debt provision

There is estimation uncertainty in calculating bad debt provisions. Overdue and irrecoverable debtors are monitored during the year. A review of the bad debt provision is carried out at the year-end to ensure debtors that are unlikely to be recovered are put forward for provision. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the ultimate unrealised value of debtors held.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the partnership becomes a

party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial

recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the will partnership not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the partnership's cash management.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Members' participating interests

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.

Once an unavoidable obligation has been created in favour of members through allocation of profits or other means, any undrawn profits remaining at the reporting date are shown as ‘Loans and other debts due to members’ to the extent they exceed debts due from a specific member.

3.	Operating profit/(loss)

The operating profit (2021 - operating loss) is stated after charging/(crediting):

2022

2021

£

Other operating leases

31,032

-

Foreign exchange differences

284

(169

)

Audit fee

7,870

3,496

4.	Information in relation to members

2022

2021

The average number of members during the year was

3

5.

Debtors: amounts falling due within one year

2022

2021

£

Amounts owed by group undertakings

153,019

172,448

Amounts due from members

22,458

31,624

Other debtors

6,732

-

Prepayments and accrued income

19,374

-

201,583

204,072

6.

Creditors: amounts falling due within one year

2022

2021

£

Accrued expenses

7,620

6,000

7.	Related party disclosures

Peter H. Chapman and Alexander C. Chapman, designated members of the LLP, have beneficial interests in and are directors of the Ultimate Controlling Party, Rosemoor Capital Management LLC.

At the balance sheet date the LLP was due £153,019 (2021: £172,448) from the parent, Rosemoor Capital Management LLC.

8.	Ultimate controlling party

The LLP is a wholly owned subsidiary of Rosemoor Capital Management LLC, a company incorporated in the United States of America, which is the ultimate and immediate parent company.

Consolidated financial statements are prepared by the parent company Rosemoor Capital Management LLC, a company registered at the following address:

Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808

Rosemoor Capital Management LLP - LLP accounts 23.2

Rosemoor Capital Management LLP - LLP accounts 23.2