Rosebank Holdings Limited - Limited company accounts 23.2

REGISTERED NUMBER: SC288160 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2023

for

Rosebank Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTORS:

K P H Keogh

G L Mitchell

H S Mitchell

SECRETARY:

K P H Keogh

REGISTERED OFFICE:

42-43 Argyll Arcade

Glasgow

G2 8BG

REGISTERED NUMBER:

SC288160 (Scotland)

AUDITORS:

McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

The directors present their strategic report of the company and the group for the year ended 31 March 2023.

REVIEW OF BUSINESS

Overall turnover in 2022/23 was £15,997,384 which was down 14.5% compared to 2021/22. Gross profit % for 2022/23 dropped 1 % point to 40% compared with 2021/22. Operating costs were 13% higher in 2022/23 compared to 2021/22 mainly due to higher occupational costs due to reduced support after the pandemic and the costs of opening two new stores.

The group made an operating loss of £704,944 in 2022/23 compared to an operating profit of £1,472,334 in 2021/22. EBITDA was minus £187,568 in 2022/23 compared to a positive EBITDA of £1,921,116 in 2021/22.

The group opened the UK's first standalone HUBLOT shop-in-shop in Edinburgh in August 2022 and a new ROX boutique at Battersea Power Station, London in October 2022. The group continued to invest in digital marketing activity and targeted in-store events.

The sale of luxury watches dropped in 2022/23 as the agency for Audemars Piguet came to end on 31 December 2021 and the demand for luxury watches generally started to slow in the second half of the year. The sale of ROX own-label diamond engagement rings and diamond jewellery was flat on the previous year.

The group made a loss due to lower than expected sales in the watch category and the costs associated with the opening of the two new shops. Watch sales in 2022/23 made up for 22% of total sales compared to 29% in 2021/22.

The group has seen continued subdued demand for watches in 2023/24 as the global post pandemic luxury boom slows down. The demand for diamond engagement rings and diamond jewellery has been softer, but the group has seen improved margins in these categories.

ON BEHALF OF THE BOARD:

K P H Keogh - Director

27 March 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2023 will be £58,889 (2022: £90,971).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report.

K P H Keogh

G L Mitchell

H S Mitchell

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

K P H Keogh - Director

27 March 2024

Opinion

We have audited the financial statements of Rosebank Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 March 2023 and of the group's loss 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.

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 group 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 directors' 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 group's and the parent company'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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors 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 directors 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 directors are responsible for assessing the group's and the parent company'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 directors either intend to liquidate the group or the parent company 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- results of our enquiries of management about their own identification and assessment of the risks and irregularities;

- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or

non- compliance with laws and regulations;

- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. These included health and safety, GDPR and employment laws. Auditing standards limit the required audit procedures to identify non - compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings.These limited procedures did not identify actual or suspected non-compliance.

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 company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company'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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Martin (Senior Statutory Auditor)

for and on behalf of McLay McAlister & McGibbon LLP

Chartered Accountants and Statutory Auditors

145 St Vincent Street

Glasgow

G2 5JF

27 March 2024

TURNOVER

15,997,384

18,709,488

Cost of sales

(9,527,871

)

(10,933,913

)

GROSS PROFIT

6,469,513

7,775,575

Administrative expenses

(7,354,145

)

(6,491,549

)

(884,632

)

1,284,026

Other operating income

179,688

188,308

OPERATING (LOSS)/PROFIT

4

(704,944

)

1,472,334

Interest receivable and similar income

-

477

(704,944

)

1,472,811

Interest payable and similar expenses

5

(120,598

)

(49,343

)

(LOSS)/PROFIT BEFORE TAXATION

(825,542

)

1,423,468

Tax on (loss)/profit

6

132,757

(285,444

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(692,785

)

1,138,024

(Loss)/profit attributable to:

Owners of the parent

(692,785

)

1,138,024

(LOSS)/PROFIT FOR THE YEAR

(692,785

)

1,138,024

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(692,785

)

1,138,024

Total comprehensive (loss)/income attributable to:

Owners of the parent

(692,785

)

1,138,024

FIXED ASSETS

Intangible assets

9

693,340

771,620

Tangible assets

10

1,925,505

1,282,053

Investments

11

-

-

2,618,845

2,053,673

CURRENT ASSETS

Stocks

12

6,317,622

6,867,351

Debtors

13

475,205

693,446

Cash at bank and in hand

13,337

60,832

6,806,164

7,621,629

CREDITORS

Amounts falling due within one year

14

(5,843,973

)

(5,874,537

)

NET CURRENT ASSETS

962,191

1,747,092

TOTAL ASSETS LESS CURRENT LIABILITIES

3,581,036

3,800,765

CREDITORS

Amounts falling due after more than one year

15

(1,380,403

)

(1,002,177

)

PROVISIONS FOR LIABILITIES

19

(204,153

)

(50,434

)

NET ASSETS

1,996,480

2,748,154

CAPITAL AND RESERVES

Called up share capital

20

200,008

200,008

Capital redemption reserve

21

1,200,000

1,200,000

Retained earnings

21

596,472

1,348,146

SHAREHOLDERS' FUNDS

1,996,480

2,748,154

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2024 and were signed on its behalf by:

K P H Keogh - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

200,006

200,006

200,006

200,006

CURRENT ASSETS

Debtors

13

113,098

113,098

Cash at bank

1,310

1,310

114,408

114,408

CREDITORS

Amounts falling due within one year

14

(5,674

)

(5,674

)

NET CURRENT ASSETS

108,734

108,734

TOTAL ASSETS LESS CURRENT LIABILITIES

308,740

308,740

CAPITAL AND RESERVES

Called up share capital

20

200,008

200,008

Retained earnings

108,732

108,732

SHAREHOLDERS' FUNDS

308,740

308,740

Company's profit for the financial year

58,889

90,971

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 Board of Directors and authorised for issue on 27 March 2024 and were signed on its behalf by:

K P H Keogh - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2021

200,008

301,093

1,200,000

1,701,101

Changes in equity

Dividends

-

(90,971

)

-

(90,971

)

Total comprehensive income

-

1,138,024

-

1,138,024

Balance at 31 March 2022

200,008

1,348,146

1,200,000

2,748,154

Changes in equity

Dividends

-

(58,889

)

-

(58,889

)

Total comprehensive loss

-

(692,785

)

-

(692,785

)

Balance at 31 March 2023

200,008

596,472

1,200,000

1,996,480

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2021

200,008

108,732

308,740

Changes in equity

Dividends

-

(90,971

)

(90,971

)

Total comprehensive income

-

90,971

90,971

Balance at 31 March 2022

200,008

108,732

308,740

Changes in equity

Dividends

-

(58,889

)

(58,889

)

Total comprehensive income

-

58,889

58,889

Balance at 31 March 2023

200,008

108,732

308,740

Cash flows from operating activities

Cash generated from operations

1

89,703

1,055,537

Interest paid

(120,598

)

(49,343

)

Tax paid

-

(53,819

)

Taxation refund

-

50,482

Net cash from operating activities

(30,895

)

1,002,857

Cash flows from investing activities

Purchase of intangible fixed assets

(24,538

)

(25,905

)

Purchase of tangible fixed assets

(886,565

)

(234,775

)

Interest received

-

477

Net cash from investing activities

(911,103

)

(260,203

)

Cash flows from financing activities

New loans in year

500,000

-

Loan repayments in year

(359,989

)

(269,887

)

Capital repayments in year

(82,460

)

(96,334

)

Equity dividends paid

(58,889

)

(90,971

)

Net cash from financing activities

(1,338

)

(457,192

)

(Decrease)/increase in cash and cash equivalents

(943,336

)

285,462

Cash and cash equivalents at beginning of year

2

(488,020

)

(773,482

)

Cash and cash equivalents at end of year

2

(1,431,356

)

(488,020

)

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.23

31.3.22

£

£

(Loss)/profit before taxation

(825,542

)

1,423,468

Depreciation charges

522,376

448,304

Finance costs

120,598

49,343

Finance income

-

(477

)

(182,568

)

1,920,638

Decrease/(increase) in stocks

549,729

(2,485,780

)

Decrease/(increase) in trade and other debtors

218,241

(285,039

)

(Decrease)/increase in trade and other creditors

(495,699

)

1,905,718

Cash generated from operations

89,703

1,055,537

2.	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 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

13,337

60,832

Bank overdrafts

(1,444,693

)

(548,852

)

(1,431,356

)

(488,020

)

Year ended 31 March 2022

31.3.22

1.4.21

£

£

Cash and cash equivalents

60,832

25,789

Bank overdrafts

(548,852

)

(799,271

)

(488,020

)

(773,482

)

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.4.22

Cash flow

changes

At 31.3.23

£

£

£

£

Net cash

Cash at bank

and in hand

60,832

(47,495

)

13,337

Bank overdrafts

(548,852

)

(895,841

)

(1,444,693

)

(488,020

)

(943,336

)

(1,431,356

)

Debt

Finance leases

(64,749

)

82,460

-

(158,735

)

Debts falling due

within 1 year

(303,416

)

(110,990

)

-

(414,406

)

Debts falling due

after 1 year

(715,511

)

(29,021

)

-

(744,532

)

(1,083,676

)

(57,551

)

-

(1,317,673

)

Total

(1,571,696

)

(1,000,887

)

-

(2,749,029

)

1.	STATUTORY INFORMATION

Rosebank Holdings Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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 Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group financial statements consolidate the statements of the company and its subsidiary undertakings for the year to 31 March 2023. All inter-group transactions and balances are eliminated in full on consolidation.

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2011, is being amortised evenly over its estimated useful life of twenty years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Short leasehold - in accordance with the property

Shop fitting - 10% on cost

Plant and machinery - 33% on cost and 25% on reducing balance

Fixtures and fittings - 10% - 20% on cost

Website development - 20% on cost

The company's policy is to review the remaining useful lives and residual value of all tangible fixed assets on an on-going basis and to adjust the depreciation charge to reflect the remaining useful economic life and residual value.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Debtors

Trade debtors and other debtors are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence the asset is impaired.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash in hand and bank overdrafts.

Creditors

Trade creditors and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

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.

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

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

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.

Grants

Capital contributions received in respect of capital expenditure are credited to a deferred income account and are released to profit by equal annual instalments over the lease term or the period until the first rent review, whichever is shorter.

3.	EMPLOYEES AND DIRECTORS

31.3.23

31.3.22

£

£

Wages and salaries

2,368,655

2,353,152

Social security costs

214,968

219,910

Other pension costs

55,861

54,824

2,639,484

2,627,886

The average number of employees during the year was as follows:

31.3.23

31.3.22

Administration and support

12

16

Sales

61

50

Marketing

5

6

78

72

The average number of employees by undertakings that were proportionately consolidated during the year was 78 (2022 - 72 ) .

31.3.23

31.3.22

£

£

Directors' remuneration

392,000

463,333

Directors' pension contributions to money purchase schemes

13,600

13,600

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

31.3.23

31.3.22

£

£

Emoluments etc

196,000

231,667

Pension contributions to money purchase schemes

10,000

10,000

4.	OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

31.3.23

31.3.22

£

£

Depreciation - owned assets

361,985

311,652

Depreciation - assets on hire purchase contracts

57,574

31,793

Goodwill amortisation

84,000

91,500

Development costs amortisation

18,818

13,359

Auditors' remuneration

17,200

17,200

Auditors' remuneration for non audit work

3,600

5,525

Foreign exchange differences

1,395

(13,149

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.23

31.3.22

£

£

Bank interest

48,871

4,543

Bank loan interest

71,727

44,800

120,598

49,343