Rowlandson Properties Limited - Limited company accounts 18.2

REGISTERED NUMBER: 00805589 (England and Wales)

Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2018

for

Rowlandson Properties Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Statement of Financial Position

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

R G St J Rowlandson FCA

E T M Rowlandson

SECRETARY:

Finance And Industrial Trust Limited(The)

REGISTERED OFFICE:

Graham House

7 Wyllyotts Place

Potters Bar

Hertfordshire

EN6 2JD

REGISTERED NUMBER:

00805589 (England and Wales)

AUDITORS:

Grant Thornton UK LLP

Statutory Auditor and Chartered Accountants.

101 Cambridge Science Park

Milton Road

Cambridge

CB4 0FY

The directors present their report with the financial statements of the company for the year ended 31 March 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of property investment.

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 2017 to the date of this report.

R G St J Rowlandson FCA

E T M Rowlandson

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.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

The directors confirm that:

so far as each director is aware, there is no relevant audit information of which the company’s auditor is unaware; and

the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any

relevant audit information and to establish that the company’s auditor is 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

18 October 2018

Opinion

We have audited the financial statements of Rowlandson Properties Limited (the 'company') for the year ended

31 March 2018 Which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes In Equity

and 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 company's affairs as at 31 March 2018 and of its 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 company 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.

Who we are reporting to

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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you

where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the

Directors, other than the financial statements and our auditor's report 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 there is a material misstatement in the financial statements or a material

misstatement of the other information. 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.

Opinion 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters 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 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 in preparing the Report of the Directors and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement 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, 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 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 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.

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.

David Newstead (Senior Statutory Auditor)

for and on behalf of Grant Thornton UK LLP

Statutory Auditor and Chartered Accountants.

Cambridge

19 October 2018

TURNOVER

17,571

18,518

Cost of sales

879

3,136

GROSS PROFIT

16,692

15,382

Administrative expenses

17,166

17,882

OPERATING LOSS

(474

)

(2,500

)

Income from shares in group undertakings

434,637

-

Interest receivable and similar income

11,779

16,155

446,416

16,155

445,942

13,655

Amounts written off investments

3,763,899

-

(3,317,957

)

13,655

Interest payable and similar expenses

4,444

-

(LOSS)/PROFIT BEFORE TAXATION

(3,322,401

)

13,655

Tax on (loss)/profit

3

1,304

2,731

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(3,323,705

)

10,924

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,323,705

)

10,924

FIXED ASSETS

Investments

4

381

3,764,280

Investment property

5

110,000

110,000

110,381

3,874,280

CURRENT ASSETS

Debtors

6

4,159

672,164

CREDITORS

Amounts falling due within one year

7

115,184

43,674

NET CURRENT (LIABILITIES)/ASSETS

(111,025

)

628,490

TOTAL ASSETS LESS CURRENT LIABILITIES

(644

)

4,502,770

CAPITAL AND RESERVES

Called up share capital

2,000

2,000

Retained earnings

(2,644

)

4,500,770

SHAREHOLDERS' FUNDS

(644

)

4,502,770

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 18 October 2018 and were signed on its behalf by:

E T M Rowlandson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2016

2,000

4,489,846

4,491,846

Changes in equity

Total comprehensive income

-

10,924

10,924

Balance at 31 March 2017

2,000

4,500,770

4,502,770

Changes in equity

Dividends

-

(1,179,709

)

(1,179,709

)

Total comprehensive income

-

(3,323,705

)

(3,323,705

)

Balance at 31 March 2018

2,000

(2,644

)

(644

)

1.	STATUTORY INFORMATION

Rowlandson Properties 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.

Going Concern

The company has net current liabilities of £111,025 and total liabilities of £644 at the balance sheet date. The

accounts have been prepared under the going concern concept because the ultimate parent undertaking, RO Trading

Limited, has confirmed its willingness and ability to provide adequate funds for the company to meet its liabilities for

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

Preparation of consolidated financial statements

The company is exempt from the obligations to prepare group accounts as it is itself a subsidiary company and is

included in the consolidated accounts of the ultimate holding company, RO Trading Limited. The accounts therefore

present information about the company as an individual undertaking and not about its group.

Turnover

Turnover, which is stated net of VAT and trade discounts, represents rent receivable in respect of the company's

investment properties.

Investment property

Investment properties are revalued annually. Surplus or deficits on individual properties are transferred to the profit

and loss account. Depreciation is not provided in respect of freehold investment properties or of leasehold

investment properties where the unexpired term of the lease is more than 20 years.

Taxation

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

Statement of financial position date.

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

of financial position 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, with the following exceptions:

Provision is made for tax on gains arising on the revaluation (and similar fair value adjustments) of fixed assets, and

gains on disposals of fixed assets that have been rolled over into replacement assets, only to the extent that, at the

Statement of financial position date, there is a binding agreement to dispose of the assets concerned. However, no

provision is made where, on the basis of all available evidence at the Statement of financial position date, it is more

likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the

replacement assets are sold.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not 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 and laws enacted or substantively enacted at the Statement of financial

position date.

Investments

Fixed asset investments are shown at cost less provision for impairment.

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.

TAXATION

Analysis of the tax charge

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

31.3.18

31.3.17

£

£

Current tax:

UK corporation tax

1,304

2,731

Tax on (loss)/profit

1,304

2,731

UK corporation tax has been charged at 19% (2017 - 20%).

Reconciliation of total tax charge included in profit and loss

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

explained below:

31.3.18

31.3.17

£

£

(Loss)/profit before tax

(3,322,401

)

13,655

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 20%)

(631,256

)

2,731

Effects of:

Income not taxable for tax purposes

(82,581

)

-

Impairment of investments

715,141

-

Total tax charge

1,304

2,731

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2017

3,764,280

Impairments

(3,763,899

)

At 31 March 2018

381

NET BOOK VALUE

At 31 March 2018

381

At 31 March 2017

3,764,280

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2017

and 31 March 2018

110,000

NET BOOK VALUE

At 31 March 2018

110,000

At 31 March 2017

110,000

Freehold land and buildings have been valued by a director on an open market basis at 31 March 2018. The cost of

the property was £178,739 (2017: £178,739). Freehold land and buildings with a carrying value of £Nil (2017: £Nil)

have been given as security against bank lending of the group.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.18

31.3.17

£

£

Trade debtors

1,982

1,627

Amounts owed by group undertakings

-

668,360

VAT

2,169

2,169

Prepayments

8

8

4,159

672,164

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.18

31.3.17

£

£

Trade creditors

6,040

6,040

Amounts owed to group undertakings

82,886

10,000

Tax

1,304

2,731

Accruals and deferred income

24,954

24,903

115,184

43,674

8.	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.

9.	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 2018 or that requires disclosure.

10.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking is Rowlandson Investments Limited, a company incorporated in

England and Wales, and its ultimate parent is RO Trading Limited a company incorporated in England and Wales.

Mr R G StJ Rowlandson, a director of RO Trading Limited and members of his close family, control the company as

a result of them owning and controlling the issued share capital of RO Trading Limited.

RO Trading Limited is the parent company of the largest and smallest group of which the company is a member for

which consolidated accounts are prepared. Copies of its group accounts can be obtained from Graham House, 7

Wyllyotts Place, Potters Bar, Hertfordshire, EN6 2JD.