S. Graham Rowlandson & Co. Limited - Limited company accounts 16.1

REGISTERED NUMBER: 00878625 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2017

for

S. Graham Rowlandson & Co. Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

R G St J Rowlandson FCA

E T M Rowlandson

A J Teoh FCCA

SECRETARY:

Finance And Industrial Trust Limited(The)

REGISTERED OFFICE:

Graham House

7 Wyllyotts Place

Potters Bar

Hertfordshire

EN6 2JD

REGISTERED NUMBER:

00878625 (England and Wales)

AUDITORS:

Grant Thornton UK LLP

Chartered Accountants and Statutory Auditors

Victoria House

199 Avebury Boulevard

Milton Keynes

MK9 1AU

BANKERS:

HSBC Bank Plc

The Royal Bank of Scotland

The directors present their report with the financial statements of the company for the year ended 31 March 2017.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of accountancy, taxation and

management services.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2016 to the date of this report.

R G St J Rowlandson FCA

E T M Rowlandson

A J Teoh FCCA

The group has made qualifying third party indemnity provisions for the benefit of its directors which were made during

the year and remain in force at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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), including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, Grant Thornton UK LLP, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

Finance And Industrial Trust Limited(The) - Secretary

4 October 2017

We have audited the financial statements of S. Graham Rowlandson & Co. Limited for the year ended 31 March 2017

on pages six to thirteen. The financial reporting framework that has been applied in their preparation is applicable law

and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at

www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is

consistent with the financial statements.

- the Directors' Report has been prepared in accordance with applicable legal requirements.

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the company and its environment obtained in the course of the Audit,

we have not identified any material misstatements in the Report of the Directors'.

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 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

-	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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

David Newstead (Senior Statutory Auditor)

for and on behalf of Grant Thornton UK LLP

Chartered Accountants and Statutory Auditors

Victoria House

199 Avebury Boulevard

Milton Keynes

MK9 1AU

11 October 2017

TURNOVER

648,397

672,745

Administrative expenses

1,078,127

897,678

OPERATING LOSS

4

(429,730

)

(224,933

)

Interest receivable and similar income

163,167

183,830

(266,563

)

(41,103

)

Interest payable and similar expenses

5

16,261

16,909

LOSS BEFORE TAXATION

(282,824

)

(58,012

)

Tax on loss

6

(89,126

)

(45,401

)

LOSS FOR THE FINANCIAL YEAR

(193,698

)

(12,611

)

OTHER COMPREHENSIVE LOSS

Revaluation of plant, property and

equipment

(360,005

)

-

Income tax relating to other comprehensive loss

-

-

OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX

(360,005

)

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(553,703

)

(12,611

)

FIXED ASSETS

Tangible assets

7

880,053

643,658

CURRENT ASSETS

Debtors: amounts falling due within one year

8

581,200

1,462,112

Cash at bank and in hand

1,427

1,600

582,627

1,463,712

CREDITORS

Amounts falling due within one year

9

(8,335,844

)

(8,426,831

)

NET CURRENT LIABILITIES

(7,753,217

)

(6,963,119

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(6,873,164

)

(6,319,461

)

CAPITAL AND RESERVES

Called up share capital

70,000

70,000

Retained earnings

(6,943,164

)

(6,389,461

)

SHAREHOLDERS' FUNDS

(6,873,164

)

(6,319,461

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 9 October 2017 and were signed on its behalf by:

E T M Rowlandson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2015

70,000

(6,376,850

)

(6,306,850

)

Changes in equity

Total comprehensive loss

-

(12,611

)

(12,611

)

Balance at 31 March 2016

70,000

(6,389,461

)

(6,319,461

)

Changes in equity

Total comprehensive loss

-

(553,703

)

(553,703

)

Balance at 31 March 2017

70,000

(6,943,164

)

(6,873,164

)

1.	STATUTORY INFORMATION

S. Graham Rowlandson & Co. 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 Company

Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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 as modified by the revaluation of certain assets.

These financial statements are the company's first in accordance with FRS102.

Going concern

The accounts have been prepared under the going concern concept as the ultimate parent undertaking, RO

Trading Limited has confirmed it's willingness and ability to provide adequate funds for the company to meet its

liabilities for at least one year from the date of approval of the financial statements.

Tangible fixed assets

Tangible fixed assets, other than long term leasehold properties, are stated at cost or valuation, net of

depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than

long term leasehold properties, at rates calculated to write off the cost or valuation as follows:-

Plant and Machinery 5% - 33% per annum on a straight line basis

Computer Software and Hardware 33% per annum on a straight line basis

Fixtures and fittings 5% per annum on a straight line basis

Residual value is calculated on prices prevailing at the date of acquisition or revaluation.

Long-term leasehold property

Long term leasehold properties are stated at valuation, net of impairment. It is the company's policy to maintain

its long-term leasehold property in a state of good repair and the directors, therefore, consider that the residual

value will be such that depreciation is not significant. Consequently depreciation is not provided on such

property which is revalued annually.

Impairment of tangible fixed assets is reviewed where circumstances exist to indicate that the carrying value of

the asset may not be recoverable. Impairments are charged to the to the profit and loss account. The reversal of

any previously recognised deficit over the cost of a property is credited to the profit and loss account.

Turnover

Turnover represents the value of goods sold and fees receivable net of VAT in respect of the provision of

accounting, taxation and management services. The whole of the turnover is derived from the UK market.

Taxation

Corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted

by the balance sheet date.

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

sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or

right to pay less or to receive more tax.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that

there will be suitable taxable profits from which the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in

which timing differences reverse, based on tax rates enacted or substantively enacted at the balance sheet date.

Pension costs

The company operates a defined contribution group personal pension scheme. The amount charged to the profit

and loss account represents contributions payable by the company to the individual policies effected by the

employees with an independent Insurance Company in funds separate from the company's finances.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement,

as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that

evidences a residual interest in the assets of the company after deducting all of its liabilities.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 17 (2016 - 14 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

31.3.17

31.3.16

£

£

Depreciation - owned assets

10,922

9,092

Pension costs

17,571

16,535

Directors' pension costs

4,639

4,316

Included in the directors' remuneration is £Nil (2016 - £Nil) paid to the directors in respect to their services to

other group companies.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.17

31.3.16

£

£

Bank interest

11

17

Interest payable to related

undertakings

16,250

16,892

16,261

16,909

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.3.17

31.3.16

£

£

Current tax:

UK corporation tax

(89,126

)

(45,401

)

Tax on loss

(89,126

)

(45,401

)

UK corporation tax has been charged at 20% .

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is

explained below:

31.3.17

31.3.16

£

£

Loss before tax

(282,824

)

(58,012

)

Loss multiplied by the standard rate of corporation tax in the UK of 20% (2016 - 20%)

(56,565

)

(11,602

)

Effects of:

Expenses not deductible for tax purposes

86

120

Capital allowances in excess of depreciation

(3,264

)

(532

)

Utilisation of tax losses

(29,383

)

-

Deductions from non-trading profits

-

(33,387

)

Total tax credit

(89,126

)

(45,401

)

Tax effects relating to effects of other comprehensive income

31.3.17

Gross

Tax

Net

£

£

£

Revaluation of plant, property and

equipment

(360,005

)

-

(360,005

)

(360,005

)

-

(360,005

)

7.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST OR VALUATION

At 1 April 2016

624,310

187,499

811,809

Additions

585,695

21,627

607,322

Revaluations

(360,005

)

-

(360,005

)

At 31 March 2017

850,000

209,126

1,059,126

DEPRECIATION

At 1 April 2016

-

168,151

168,151

Charge for year

-

10,922

10,922

At 31 March 2017

-

179,073

179,073

NET BOOK VALUE

At 31 March 2017

850,000

30,053

880,053

At 31 March 2016

624,310

19,348

643,658

The company's interest in longterm leasehold property has been valued by the directors at £850,000 (2016:

£624,310) as at the balance sheet date on the basis of open market value. The cost of the property was

£1,587,669 (2016: £1,001,974).

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.17

31.3.16

£

£

Trade debtors

68

-

Amounts owed by group undertakings

421,358

1,349,855

Other debtors

4,787

1,545

Tax

89,126

45,401

Prepayments

65,861

65,311

581,200

1,462,112

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.17

31.3.16

£

£

Bank loans and overdrafts

10,848

22,833

Trade creditors

41,913

34,274

Amounts owed to group undertakings

8,139,333

8,127,931

Social security and other taxes

20,198

16,473

VAT

84,246

104,894

Other creditors

18,979

2,759

Accruals and deferred income

20,327

117,667

8,335,844

8,426,831

10.	SECURED DEBTS

The following secured debts are included within creditors:

31.3.17

31.3.16

£

£

Bank overdrafts

10,848

22,833

11.	CONTINGENT LIABILITIES

The company is party to multi-lateral joint and several guarantees with group undertakings in respect of bank

loans and overdrafts. At 31 March 2017 these loans amounted to £Nil (2016: £Nil).

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

13.	POST BALANCE SHEET EVENTS

There has been no event since the balance sheet date that could materially affect the state of affairs of the

company as at 31 March 2017 or that requires disclosure.

14.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

15.	FIRST YEAR ADOPTION

The Financial Reporting Standard 102 was adopted for the accounting period. There are no adjustments required

to results or balances at 31 March 2016 or 31 March 2017 as a result of the application of FRS 102.