ROSSITER ASSOCIATES LIMITED

Risk Rating: MEDIUM Justification: While the company is technically solvent and currently compliant with filing obligations, it operates on an exceptionally thin capital base with highly volatile net assets. The severe depletion of total assets from previous years and the opaque nature of micro-entity reporting obscure the true operational health and liquidity position of the business.

Key Concerns: - Severe Asset Depletion and Volatility: The company's net assets have experienced significant volatility over the past decade, peaking at £29,897 in 2017 before dropping to just £3,067 in 2025. Cash positions previously reached £43,560 (2017), but the latest filings do not disclose cash, with total assets standing at only £9,640. This suggests potential extraction of value or significant revenue contraction. - Material Accruals and Deferred Income: The latest balance sheet shows "Accruals and deferred income" of £5,822, which nearly doubles the £3,743 reported in 2024 and represents a substantial portion of the company's total liabilities. For a micro-entity, the nature and timing of these obligations are opaque, posing a potential liquidity risk if these require near-term cash settlement. - PSC Ownership Anomaly: The PSC register lists both Mrs Hiyasmin Rossiter and Mr Simon Neill Rossiter as owning "more than 75% of the company's shares." As shareholding percentages in a limited company must mathematically total 100%, this dual >75% declaration is structurally impossible under standard share classifications and suggests either a data entry error or a complex share structure that requires clarification.

Positive Indicators: - Longevity and Status: Incorporated in 2005, the company has a 20-year operating history and remains active, indicating a degree of operational resilience and longevity in the management consultancy sector. - Regulatory Compliance: The company is up to date with its filing requirements. Accounts for the year ending 31 March 2025 were made up and filed on time, with no overdue flags for either accounts or confirmation statements. - Positive Working Capital: Despite the thin capital base, the company reports net current assets of £8,887 against current creditors of only £751, suggesting that immediate short-term liquidity demands from trade creditors are manageable.

Due Diligence Notes: - Clarify PSC Structure: Investigate the exact share structure to resolve the conflicting >75% ownership declarations. Understand if there are different share classes with varying voting rights that might explain this. - Cash and Debtor Analysis: Request full management accounts to ascertain the breakdown of the £9,638 in current assets. Determining how much is cash versus trade debtors is critical for assessing actual liquidity. - Nature of Accruals: Seek clarification on the £5,822 accruals and deferred income. Determine how much is deferred income (which may represent pre-paid client fees) versus accrued expenses (which represent future cash outflows). - Historical Cash Extraction: Investigate the decline in total assets from £49,095 (2017) to £9,640 (2025). Determine if this is due to legitimate dividend extraction by the directors, trading losses, or reclassification of assets.