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REGISTERED NUMBER: 14014469 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 31 March 2022 to 31 December 2022

for

Rowan Holdings 2022 Limited

Rowan Holdings 2022 Limited (Registered number: 14014469)






Contents of the Consolidated Financial Statements
for the Period 31 March 2022 to 31 December 2022




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


Rowan Holdings 2022 Limited

Company Information
for the Period 31 March 2022 to 31 December 2022







DIRECTORS: C I Althorp-Gormlay
N A Taylor





REGISTERED OFFICE: Endeavour House
Endeavour Drive
Festival Leisure Park
Basildon
Essex
SS14 3WF





REGISTERED NUMBER: 14014469 (England and Wales)





AUDITORS: Voisey & Co LLP
8 Winmarleigh Street
Warrington
Cheshire
WA1 1JW

Rowan Holdings 2022 Limited (Registered number: 14014469)

Group Strategic Report
for the Period 31 March 2022 to 31 December 2022

The directors present their strategic report of the company and the group for the period 31 March 2022 to 31 December 2022.

The company was incorporated on 31st March 2022 and in May 2022 acquired Rowan International Topco Limited and it's direct and indirect subsidiary companies.

PRINCIPAL ACTIVITIES

Rowan Holdings 2022 Limited is a holding company and is the parent company of the smallest group for which consolidated financial statements are prepared which include Rowan International Ltd which, together with the intermediate holding companies outlined at Note 13, comprise the Rowan group of companies (together "Rowan" or "the Group").

Rowan International Limited is a market leading distributor of FMCG (Fast Moving Consumer Goods) residual stocks to the UK and European discount markets and the company has built a reputation based on trust and speed of service to a wide range of suppliers and customers.

Residual stock arises due to some form of 'waste' by FMCG manufacturers. This 'waste' is created due to a wide variety of reasons ranging from over-run of production to an unexpected fall in demand. These reasons are unlikely to change materially in the foreseeable future and therefore, the supply side of the business is expected to remain secure.

Discount retailers compete largely on price relative to large and mid-market retailers. The discount channel continues to grow and this is expected to continue given the cost of living crisis and its impact on shopper behaviour and therefore, the demand for Rowan's products is expected to remain secure.

Rowan International Limited plays a key role in linking supply and demand together so that the potential waste is reduced and ensuring that suppliers and customers make appropriate commercial returns.

FINANCIAL REVIEW
Revenue for the period 31st March 2022 to 31st December 2022 was £32m, with a gross profit of £6.1m and gross margin of 19.17%. The group reported a loss for the period of £65,692.

Reviewing and measuring business performance

In addition to regular Board meetings, weekly operational meetings are conducted to monitor and manage company performance using a comprehensive set of key performance indicators, KPIs, covering financial, supplier, customer, stock, operations, health and safety and people. Key financial metrics are shown below:-

2022

Gross Profit 19.17%
Stock Days 35
UK % Sales 50.6%


Rowan Holdings 2022 Limited (Registered number: 14014469)

Group Strategic Report
for the Period 31 March 2022 to 31 December 2022

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors consider the known key risks for the Group to be the cost of living crisis impact on shopper behaviour; the loss of key suppliers or customers as a result of the inflationary environment and pressure on operating costs in particular wages and transport costs.

Management have considered these risks and undertaken the following mitigating actions,

- Cost of living; constant review of product and pricing to achieve price points consistent with customer expectations.
- Suppliers/Customers; maintaining strong relationships by long-serving buying and sales colleagues to ensure that any issues in either the supplier or customer bases are identified at an early stage.
- Inflation; cost price increases from suppliers have been integrated into selling prices. Long-term transport contracts have been negotiated to secure availability and prices and pay increases have been held to below the headline inflation rate.

FUTURE DEVELOPMENTS
Following the acquisition of Rowan in May 2022 the Group is able to continue expansion into digital sales, broaden new business development of suppliers and customers and increase geographic presence and diversification.

The Group is confident that it has good growth prospects given the increase in the size of the FMCG discount market, particularly in response to the cost-of-living crisis, the security of continued supply of residual stock and the company's ability to respond quickly to the changing retail landscape.

ON BEHALF OF THE BOARD:





C I Althorp-Gormlay - Director


31 October 2023

Rowan Holdings 2022 Limited (Registered number: 14014469)

Report of the Directors
for the Period 31 March 2022 to 31 December 2022

The directors present their report with the financial statements of the company and the group for the period 31 March 2022 to 31 December 2022.

INCORPORATION
The group was incorporated on 31 March 2022 .

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2022.

DIRECTORS
The directors who have held office during the period from 31 March 2022 to the date of this report are as follows:

C I Althorp-Gormlay - appointed 31 March 2022
N A Taylor - appointed 31 March 2022

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

DISCLOSURE IN THE STRATEGIC REPORT
As permitted by the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the Strategic Report. These matters relate to the principal risks and uncertainties that it faces and future developments.

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.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Report of the Directors
for the Period 31 March 2022 to 31 December 2022


AUDITORS
During the period, Voisey & Co LLP were appointed as auditors.

The auditors, Voisey & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





C I Althorp-Gormlay - Director


31 October 2023

Report of the Independent Auditors to the Members of
Rowan Holdings 2022 Limited

Opinion
We have audited the financial statements of Rowan Holdings 2022 Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 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 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 December 2022 and of the group's loss for the period 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.

Report of the Independent Auditors to the Members of
Rowan Holdings 2022 Limited


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 four, 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.

Report of the Independent Auditors to the Members of
Rowan Holdings 2022 Limited


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.

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

1 - We enquired of management and those charged with governance about actual and potential litigation and claims, including review of relevant nominal ledger accounts.

2 - We obtained an understanding of laws, regulations and guidance that affect the Company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws, regulations and guidance that we identified included the Companies Act 2006, health and safety legislation and employment legislation.

3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations. We also reviewed meeting minutes for evidence of non-compliance with relevant laws and regulations.

4 - We reviewed the Group and company's financial statement disclosures and agreed to supporting documentation to assess compliance with the applicable laws and regulations discussed above.

5 - We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any incidences of fraud that had taken place during the accounting period.

6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks.

7 - In addressing the risk of fraud due to management override of controls, we performed testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

8 - We also challenge management assumptions with regard to accounting estimates.

Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or collusion.

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.

Report of the Independent Auditors to the Members of
Rowan Holdings 2022 Limited


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.




Lee Warburton BA FCA (Senior Statutory Auditor)
for and on behalf of Voisey & Co LLP
8 Winmarleigh Street
Warrington
Cheshire
WA1 1JW

31 October 2023

Rowan Holdings 2022 Limited (Registered number: 14014469)

Consolidated
Income Statement
for the Period 31 March 2022 to 31 December 2022

Notes £   

TURNOVER 3 32,228,638

Cost of sales (26,048,815 )
GROSS PROFIT 6,179,823

Administrative expenses (6,136,485 )
OPERATING PROFIT 5 43,338


Interest payable and similar expenses 7 (109,030 )
LOSS BEFORE TAXATION (65,692 )

Tax on loss 8 -
LOSS FOR THE FINANCIAL PERIOD (65,692 )
Loss attributable to:
Owners of the parent (65,692 )

Rowan Holdings 2022 Limited (Registered number: 14014469)

Consolidated
Other Comprehensive Income
for the Period 31 March 2022 to 31 December 2022

Notes £   

LOSS FOR THE PERIOD (65,692 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(65,692

)

Total comprehensive income attributable to:
Owners of the parent (65,692 )

Rowan Holdings 2022 Limited (Registered number: 14014469)

Consolidated Balance Sheet
31 December 2022

Notes £    £   
FIXED ASSETS
Intangible assets 10 (195,764 )
Tangible assets 11 158,292
Investments 12 -
(37,472 )

CURRENT ASSETS
Stocks 13 3,375,105
Debtors 14 4,171,327
Cash at bank 283,137
7,829,569
CREDITORS
Amounts falling due within one year 15 7,837,033
NET CURRENT LIABILITIES (7,464 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(44,936

)

PROVISIONS FOR LIABILITIES 18 20,656
NET LIABILITIES (65,592 )

CAPITAL AND RESERVES
Called up share capital 19 100
Retained earnings 20 (65,692 )
SHAREHOLDERS' FUNDS (65,592 )

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2023 and were signed on its behalf by:




C I Althorp-Gormlay - Director



N A Taylor - Director


Rowan Holdings 2022 Limited (Registered number: 14014469)

Company Balance Sheet
31 December 2022

Notes £    £   
FIXED ASSETS
Intangible assets 10 -
Tangible assets 11 -
Investments 12 426,376
426,376

CURRENT ASSETS
Debtors 14 98

CREDITORS
Amounts falling due within one year 15 317,050
NET CURRENT LIABILITIES (316,952 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

109,424

CAPITAL AND RESERVES
Called up share capital 19 100
Retained earnings 20 109,324
SHAREHOLDERS' FUNDS 109,424

Company's profit for the financial year 109,324

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2023 and were signed on its behalf by:




C I Althorp-Gormlay - Director



N A Taylor - Director


Rowan Holdings 2022 Limited (Registered number: 14014469)

Consolidated Statement of Changes in Equity
for the Period 31 March 2022 to 31 December 2022

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100 - 100
Total comprehensive income - (65,692 ) (65,692 )
Balance at 31 December 2022 100 (65,692 ) (65,592 )

Rowan Holdings 2022 Limited (Registered number: 14014469)

Company Statement of Changes in Equity
for the Period 31 March 2022 to 31 December 2022

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100 - 100
Total comprehensive income - 109,324 109,324
Balance at 31 December 2022 100 109,324 109,424

Rowan Holdings 2022 Limited (Registered number: 14014469)

Consolidated Cash Flow Statement
for the Period 31 March 2022 to 31 December 2022

Notes £   
Cash flows from operating activities
Cash generated from operations 24 (179,320 )
Tax paid (1,405 )
Net cash from operating activities (180,725 )

Cash flows from investing activities
Purchase of tangible fixed assets (22,860 )
Overdraft on acquisition of subsidiary (138,001 )
Shares in group undertakings (1 )
Investment in loan notes (1 )
Net cash from investing activities (160,863 )

Cash flows from financing activities
Invoice discounting 528,652
Stock finance 205,003
Interest paid (109,030 )
Share issue 100
Net cash from financing activities 624,725

Increase in cash and cash equivalents 283,137
Cash and cash equivalents at beginning of
period

25

-

Cash and cash equivalents at end of period 25 283,137

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements
for the Period 31 March 2022 to 31 December 2022

1. STATUTORY INFORMATION

Rowan Holdings 2022 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 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.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the net assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess os the cost of a business combination over the fair value of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and it adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Going concern
At the time of approving the financial statements the directors, having taken into account the improved trading position in 2023 both in terms of revenue and gross margin, together with having secured a further £500k funding line by way of a revolving credit facility in March 2023, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The consolidated financial statements consist of the results of the parent company Rowan Holdings 2022 Ltd together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

All intercompany transactions, balances and unrealised profits between group companies are eliminated on consolidation.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
In the application of the Group's accounting policies, the directors 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.

The following judgement and estimate is considered to have the most significant effect on amounts recognised in the financial statements:

Stock provision - Management uses judgement and estimates relating to the level of stock provision. The estimate is based on a number of factors including the ageing profile of stock, product type and historical experience.

Goodwill - The directors of the Group considers annually whether the carrying value of goodwill is impaired when indicators of impairment are present. In carrying out this exercise the directors make estimates of future growth rates and the impact on earnings and cost of capital to determine the present value of those cash cashflows of the investments to which they relate. Based on these factors an estimate is then made of the terminal value. These are then compared to the carrying value to determine if any impairment should be recognised.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued

Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- The Group has transferred the significant risks and rewards of ownership to the buyer;
- The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- The amount of revenue can be measured reliably;
- It is probable that the Group will receive the consideration due under the transaction; and
- The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income

Interest income is recognised in the profit and loss using the effective interest method.

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Goodwill
Negative Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of five years.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirers interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of three years.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method or reducing balance method depending on the nature of the asset.

Depreciation is provided on the following basis:

- Plant and machinery 15% reducing balance
- Fixture and fittings 15% reducing balance
- Computer equipment 20%-33% straight line

The assets residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the profit or loss.

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amounts by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or have decreased.

Fixed asset investments

Equity investments are measured at fair value through profit and loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognsied at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statement, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. if any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued

Financial instruments
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Consolidated balance sheet.

Financial instruments
The Group enters into basic and non-basic financial instrument . Basic financial transactions results in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Compound financial instruments are initially measured at fair value. The proceeds are allocated between the equity component and liability component, to make the allocation, the fair value of the liability component is determined. The residual amount between the proceeds and the fair value of the liability component is allocated the equity component. Transaction costs are allocated between the debt component and liability component on the basis of their relative fair values. In subsequent years the liability component is accounted for as a basic financial instrument and measured as amortised cost using the effective rate of interest method.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.


Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between as asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Consolidated balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise and settle the liability simultaneously.

Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less cost to complete and sell. The impairment loss is recognised immediately in the Consolidated statement of comprehensive income.

Taxation
Taxation for the period 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.

Current and deferred taxation
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 period 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.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

2. ACCOUNTING POLICIES - continued

Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

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. Gains and losses arising on translation in the period are included in profit or loss

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.

Pension costs and other post-retirement benefits
The Group operates a defined contribution plan for it's employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligation.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Finance costs
Finance costs are charged to the profit and loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowing costs
All borrowing costs are recognised in the profit and loss in the year in which they are incurred.

Exceptional administrative expenses
Exceptional administrative expenses are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£   
United Kingdom 16,301,246
Europe 15,747,106
Rest of the World 180,286
32,228,638

4. EMPLOYEES AND DIRECTORS
£   
Wages and salaries 2,094,780
Social security costs 223,254
Other pension costs 85,031
2,403,065

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

Management 4
Administration 16
Buying and selling 22
Warehouse 10
52

Key management compensation for the year ended totalled £1,215,093

£   
Directors' remuneration -

5. OPERATING PROFIT

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

£   
Hire of plant and machinery 42,304
Other operating leases 582,475
Depreciation - owned assets 29,116
Negative Goodwill amortisation (34,461 )
Development costs amortisation 37,632
Foreign exchange differences 58,738

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

6. AUDITORS' REMUNERATION

Fees payable to the company's auditors and associates:

2022
£
Fees payable for audit services:

Audit of the financial statements of the group and company 5,500
Audit of the financial statements of the company's subsidiaries 46,800
Total audit fees 52,300
Fees payable for other services:

Non-audit services of the company's subsidiaries 7,200



7. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Bank interest 3,819
Invoice discounting interest 71,942
Stock finance interest 30,927
Other interest 2,342
109,030

8. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period.

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

10. INTANGIBLE FIXED ASSETS

Group
Negative Development
Goodwill costs Totals
£    £    £   
COST
Additions business combination (258,448 ) - (258,448 )
Inherited on acquisition - 112,895 112,895
At 31 December 2022 (258,448 ) 112,895 (145,553 )
AMORTISATION
Amortisation for period (34,461 ) 37,632 3,171
Inherited on acquisition - 47,040 47,040
At 31 December 2022 (34,461 ) 84,672 50,211
NET BOOK VALUE
At 31 December 2022 (223,987 ) 28,223 (195,764 )

Goodwill on consolidation has arisen following the acquisition of Rowan International Topco Ltd on 5th May 2022.


11. TANGIBLE FIXED ASSETS

Group
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
Additions - 4,341 18,519 22,860
Inherited on acquisition 103,878 604,953 1,342,148 2,050,979
At 31 December 2022 103,878 609,294 1,360,667 2,073,839
DEPRECIATION
Charge for period 2,279 14,283 12,554 29,116
Inherited on acquisition 82,202 486,558 1,317,671 1,886,431
At 31 December 2022 84,481 500,841 1,330,225 1,915,547
NET BOOK VALUE
At 31 December 2022 19,397 108,453 30,442 158,292

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

12. FIXED ASSET INVESTMENTS

COST Group Company
£ £
Investments in subsidiaries - 1
Investments in loan notes - 426,375
- 426,376

The loan notes were acquired at 20% of the face value, including rolled up interest, on the acquisition of Rowan International Topco Ltd. Terms and conditions as set out below:

Principle amount £940,142
Issue date 14th April 2020
Redemption date 14th April 2025
Interest * 15% per annum
Premium 50% on redemption
Security First and floating charge over all assets

* interest is 15% on the principle rolled up from the date of issue until the redemption date.

Investments in subsidiaries

Details of the company's subsidiaries at 31st December 2022 are as follows:


Name of undertaking
Class of
shares held
Direct
Holding
Indirect
Holding

Rowan International Topco Limited Ordinary 100% -
Rowan International Bidco Limited Ordinary - 100%
VSL Group Holdings Limited Ordinary - 100%
Lloyds Investment Group Holdings Limited Ordinary - 100%
R R P M Limited Ordinary - 100%
Rowan International Limited Ordinary - 100%
Rowan UK Distribution Limited Ordinary - 100%
Rowan Europe Distribution Limited Ordinary - 100%
In Gros Group (Milano) S.R.L * Ordinary - 100%

* The registered office is Corso Vercelli, 40, 20145, Milan, Italy. The registered office for all other subsidiary companies is Endeavour House, Endeavour Drive, Festival Lesuire Park, Basildon, Essex, SS14 3WF.

13. STOCKS


Group
£   
Stocks 3,375,105

An impairment gain of £44,235 was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade debtors 3,072,141 -
Other debtors 855,850 98
Tax 27,020 -
Prepayments and accrued income 216,316 -
4,171,327 98

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


Group Company
£    £   
Trade creditors 2,076,779 -
Social security and other taxes 96,055 -
Other creditors 494,702 311,550
Invoice discounting 2,568,652 -
Stock financing 1,065,003 -
Accruals and deferred income 1,535,842 5,500
7,837,033 317,050

Accruals and deferred income contains a stock received but not invoiced accrual of £798,841, this is in relation to Rowan International Limited.

The invoice discounting liability is secured against the trade debtors to which they relate while stock financing liability is secured against the stock held in the UK and in the Netherlands.

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non- cancellable operating leases
£   
Within one year 593,979
Between one and five years 2,209,916
In more than five years 892,675
3,696,570

The company has no operating leases.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

17. SECURED DEBTS

The following secured debts are included within creditors:


Group
£   
Invoice discounting 2,568,652
Stock finance 1,065,003
3,633,655

Invoice discounting is secured against the trade debtors to which they relate and stock financing liability against the stock held in the UK and the Netherlands.

18. PROVISIONS FOR LIABILITIES


Group
£   
Deferred tax
Accelerated capital allowances 20,656

Group
Deferred
tax
£   
At acquisition date 20,656
Balance at 31 December 2022 20,656

The provision for deferred taxation is made up as follows:

2022
£   

Accelerated capital allowances (34,906 )
Short term timing differences 14,250

The Group's gross value of tax losses carried forward at the year end was £2,166,262.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
100 Ordinary £1 £1 100

100 Ordinary £1 shares of £1 were issued during the period for cash of £ 100 .

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

19. CALLED UP SHARE CAPITAL - continued

Share capital represents the nominal value of shares that have been issued. Ordinary shares carry voting rights and entitlement to dividends.

20. RESERVES

Group
Retained
earnings
£   

Deficit for the period (65,692 )
At 31 December 2022 (65,692 )

Company
Retained
earnings
£   

Profit for the period 109,324
At 31 December 2022 109,324


21. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £85,031.

22. RELATED PARTY DISCLOSURES

The financial statements of all subsidiary companies are consolidated within these financial statements. The Group has therefore 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the period fees totalling £80,000 were paid to SKG Capital Asset Management Limited, a company related by common control.

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022

23. ULTIMATE CONTROLLING PARTY

The parent company is SKG Capital GP Limited, a company incorporated in England and Wales. The largest group for which consolidated financial statements are prepared is that headed up by SKG Capital GP Limited, the financial statements can be obtained from the registered office or alternatively at Companies House, Crown Way, Cardiff, CF14 3UZ.

The controlling party is SKG Capital GP Limited.

The ultimate controlling party is C I Althorp-Gormlay.

24. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
£   
Loss before taxation (65,692 )
Depreciation charges 66,747
Negative goodwill (34,461 )
Finance costs 109,030
75,624
Increase in stocks (352,105 )
Decrease in trade and other debtors 148,693
Decrease in trade and other creditors (51,532 )
Cash generated from operations (179,320 )

25. 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:

Period ended 31 December 2022
31.12.22 31.3.22
£    £   
Cash and cash equivalents 283,137 -


26. ANALYSIS OF CHANGES IN NET FUNDS

At 31.3.22 Cash flow At 31.12.22
£    £    £   
Net cash
Cash at bank - 283,137 283,137
- 283,137 283,137
Total - 283,137 283,137

Rowan Holdings 2022 Limited (Registered number: 14014469)

Notes to the Consolidated Financial Statements - continued
for the Period 31 March 2022 to 31 December 2022


27. ACQUISITION OF A SUBSIDIARY UNDERTAKING

On 5th May 2022 the company acquired 100% of the issued share capital of Rowan International Topco Limited and acquired loan notes in Rowan International Bidco Limited.

The acquisition has been accounted for under the acquisition method. The following table sets out the book value of the identifiable assets and liabilities acquired at their fair value of the Group:

Book Value Adjustments Fair Value
Net assets acquired £ £ £

Intangible assets 66,000 66,000
Property, plant and equipment 164,000 164,000
Inventories 3,023,000 3,023,000
Trade and other receivables 4,319,000 4,319,000
Cash and cash equivalents (138,000 ) (138,000 )
Trade and other payables (6,864,000 ) (6,864,000 )
Loan notes (1,573,000 ) 1,573,000 -
Total identifiable net assets (1,003,000 ) 1,573,000 570,000

Goodwill (258,448 )
Total consideration 311,552
The consideration was satisfied by:
£   
Cash 2
Deferred consideration 311,550
Total consideration 311,552

The adjustment of £1,573,000 is in relation to loan notes held by the previous shareholder, which were acquired by the company on acquisition at fair value.

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:

£   

Turnover 32,228,638
Loss after tax (65,692 )

Negative goodwill of £258,448 was recognised on acquisition of Rowan International Topco Limited and its subsidiaries. This is subsequently being amortised over a period of 5 years.